Common use of Guaranty Clause in Contracts

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each To induce the Lenders to make the Term Loans and extend other financial accommodations to the Borrowers thereunder, and to induce each other Secured Party to extend financial accommodations to or for the benefit of one or more Grantors, each Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees irrevocably, guarantees, as primary obligor and not merely as surety, the full and punctual payment and performance, when due, whether at stated maturitymaturity or earlier, by acceleration reason of acceleration, mandatory prepayment or otherwiseotherwise in accordance with any Loan Document, of all Obligations (as defined in of each Borrower and of the Credit Agreement)other Guarantors, whether absolute existing on the date hereof or contingent hereafter incurred, created or arising and whether for principalor not from time to time reduced or extinguished or hereafter increased or incurred, interest (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 or any of the other Guarantors, now or hereafter in effect, or due or to become due, including, without limitation, all principal, interest that but (including interest accruing at the then applicable rate provided in the Loan Agreement after the maturity thereof and interest accrued or accruing at the then applicable rate provided in the Loan Agreement upon the commencement or during the pendency of any Insolvency Proceeding, regardless of whether such interest or a claim for the existence of a bankruptcy, reorganization post-filing or similar proceeding would accruepost-petition interest is allowed or allowable in such Insolvency Proceeding), and any applicable Prepayment Premium in respect of the Term Loans, and all other monetary obligations of each Borrower and of the other Guarantors arising under, out of, in respect of or in connection with the Loan Agreement, the Notes or any of the other Loan Documents, including but not limited to fees, amounts required to be provided as collateralcosts, expenses and indemnities, expenses in all cases whether primary or otherwise secondary, direct or indirect, absolute or contingent, liquidated or unliquidated, due or to become due, or now existing or hereafter incurred (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order Each Guarantor’s Guaranty hereunder constitutes a continuing guaranty of payment and not of collection, and a debt of each Guarantor for its own account. Accordingly, neither an Agent nor any of the other Secured Parties shall be obligated or required before enforcing this Guaranty against any Guarantor, to: (i) pursue any right or remedy any of them may have against any Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against any Borrower, any other Guarantor or any other Person in any court or other tribunal; (ii) make any claim in a liquidation, bankruptcy or other Insolvency Proceeding of or in respect of any Borrower, any other Guarantor or any other Person; (iii) make demand of any Borrower, any other Guarantor or any other Person; or (iv) enforce or seek to provide enforce or realize upon any collateral security held by the Collateral Agent or any other Secured Party which may secure any of the Guaranteed Obligations. (c) Any term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for just which any Guarantor shall be liable under this Guaranty shall not exceed the maximum amount for which such Guarantor can be liable without rendering the obligations of such Guarantor under this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under Applicable Laws relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, Section 548 of Title 11 of the United States Code, and equitable any applicable provisions of comparable Applicable Laws) (collectively, the “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of the Fraudulent Transfer Laws shall take into account the right of contribution among established in Section 2.2 hereof and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Guaranty. Notwithstanding the foregoing, this Section 2.1(c) is intended solely to preserve the rights of the Collateral Agent and the other Secured Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Fraudulent Transfer Laws, and no Guarantor or any other Person shall have any right or claim under this Section 2.1(c) or otherwise as against the Collateral Agent or any other Secured Party that would not otherwise be available to such Person under the Fraudulent Transfer Laws. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of any Secured Party hereunder. (e) This Guaranty shall remain in full force and effect until the Termination Date occurs, notwithstanding that from time to time during the term of the Loan Agreement no Guaranteed Obligations may be outstanding. (f) No payment made by the Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Guarantors agree that Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the event a payment Obligations shall be made on any date under this Guaranty by deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, and each Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the “Funding Guarantor”Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), each other Guarantor (each a “Contributing Guarantor”) shall indemnify remain liable for the Funding Guarantor in an amount equal Guaranteed Obligations up to the amount maximum liability of such payment, in each case multiplied by a fraction Guarantor hereunder until the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentTermination Date occurs.

Guaranty. (a) Each Guarantor hereby absolutely, of the Guarantors unconditionally and irrevocably irrevocably, jointly and severally, guarantees to the punctual Agent, the Issuing Lender, any Bank Product Provider and the Lenders, and their respective successors, endorsers, transferees and assigns (the “Guaranteed Persons”), the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) 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 connection with this Agreement, any other Loan Document or otherwise, including all unpaid principal of the Loans, all Obligations (as defined 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 the Credit Agreement)connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent contingent, liquidated or unliquidated, determined or undetermined, and whether for principalrecovery upon such indebtedness, interest liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations (including, without limitation, interest that but for including the existence Obligations) of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required Borrowers shall hereinafter be collectively referred to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting ; provided, that anything to the generality of contrary contained in the foregoingforegoing notwithstanding, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or of any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents Guarantor shall exclude its Excluded Swap Obligations. The Guaranteed Obligations include interest which, but for the fact that they are unenforceable an Insolvency Proceeding, would have accrued on such Guaranteed Obligations, whether or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the claim is allowed against any Borrower or for such interest in any Material Domestic Subsidiary of the Borrowersuch Insolvency Proceeding. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Therefore, for value received, and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the Borrowers by Agent or any Lender, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual full and prompt payment and performance, when due, whether at stated maturitymaturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all of the Obligations. Without limiting the foregoing, the Obligations guaranteed hereby include all fees, costs and expenses (including attorneys’ fees and expenses) incurred by Agent or any Lender in attempting to collect any amount due under this Guaranty or in prosecuting any action against any Borrower, any Guarantor or any other guarantor of all or part of the Obligations and all interest, fees, costs and expenses owing to Agent or any Lender after the commencement of bankruptcy proceedings with respect to any Borrower, any Guarantor or any other guarantor of all or part of the Obligations (as defined whether or not the same may be collected while such proceedings are pending). Each Guarantor hereby agrees that this Guaranty is a present and continuing guaranty of payment and not of collection and that its obligations hereunder shall be unconditional, irrespective of (i) the validity or enforceability of the Obligations or any part thereof, or of any of the Financing Documents, (ii) the waiver or consent by Agent or any Lender with respect to any provision of any Financing Document, or any amendment, modification or other change with respect to any Financing Document, (iii) any merger or consolidation of any Borrower, any Guarantor or any other guarantor of all or part of the Obligations into or with any Person or any change in the Credit Agreement)ownership of the equity of any Borrower, whether absolute any Guarantor or contingent and whether for principalany other guarantor of all or part of the Obligations, interest (includingiv) any dissolution of any Guarantor or any insolvency, without limitationbankruptcy, interest that but for the existence of a bankruptcyliquidation, reorganization or similar proceeding would accrue)proceedings with respect to any Borrower, fees, amounts required to be provided as collateral, indemnities, expenses any Guarantor or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality any other guarantor of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute or part of the Guaranteed Obligations and would be owed by Obligations, (v) any action or inaction on the Borrower part of Agent or any Material Domestic Subsidiary Lender, including without limitation the absence of any attempt to collect the Obligations from any Borrower, any Guarantor or any other guarantor of all or part of the Borrower Obligations or other action to enforce the Secured Parties same or the failure by Agent to take any Lender under the Credit Documents but steps to perfect and maintain its Lien on, or to preserve its rights to, any security or collateral for the fact that they are unenforceable or not allowable due to insolvency or the existence Obligations, (vi) Agent’s election, in any proceeding instituted under Chapter 11 of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary Title 11 of the BorrowerUnited States Code (11 U.S.C. Section 101 et seq. (b) In order to provide for just and equitable contribution among the Guarantors), the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor as amended (the “Funding Guarantor”), each other Guarantor (each a “Contributing GuarantorBankruptcy Code”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a Lien by any Borrower, any Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth or any other guarantor of all the Contributing Guarantors together with the net worth or part of the Funding Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s or any Lender’s claims for repayment of the Obligations, (ix) Agent’s or any Lender’s inability to enforce the Obligations of any Borrower as a result of the automatic stay provisions under Section 362 of the Bankruptcy Code, (x) the discharge or release by Agent and/or Lenders of any Guarantor’s obligations and liabilities under this Guaranty, (xi) the discharge or release by Agent and/or Lenders of any other guarantor’s obligations and liabilities under any guaranty or (xii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of any Borrower, any Guarantor as or any other guarantor of such date. Any Contributing Guarantor making any all or part of the Obligations other than a defense of payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights and performance in full in cash of such Funding Guarantor to the extent of such paymentall Obligations.

Guaranty. (a) Each The Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees the punctual payment and performance, when due, in lawful money of the United States of America, whether at stated maturity, by acceleration or otherwise, of the Loans and all other Obligations (as defined in owing by the Borrower to the Lenders, the Administrative Agent, or any of them, under the Credit Agreement), whether absolute the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or contingent and hereafter owing, whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue)interest, fees, amounts required to be provided as collateral, indemnities, expenses or otherwise otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”). Without limiting , including without limitation, all interest which, but for the generality filing of a petition in bankruptcy, would accrue on any principal portion of the foregoingGuaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guarantor’s liability shall extend Guaranteed Party will receive, after giving effect to all any taxes (excluding taxes imposed on overall net income of the Guaranteed Party and the other taxes excluded pursuant to Section 3.3(a)(i)-(v) of the Credit Agreement to the same extent as excluded pursuant to the Credit Agreement), the full amount that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that constitute part 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 and would be owed by without proceeding against the Borrower Borrower, against any security for the Guaranteed Obligations, or under any Material Domestic Subsidiary other guaranty covering any portion of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerGuaranteed Obligations. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Subject to the subordination provisions of Section 4 of the Note Purchase Agreement, each Guarantor with all other Guarantors, hereby absolutely, unconditionally and irrevocably irrevocably, jointly and severally guarantees to each holder of the Notes and its successors and assigns, the full and punctual payment and performance, performance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent principal at the applicable Redemption Price and whether for principal, interest on (including, without limitation, interest that but for interest, whether or not an allowable claim, accruing after the existence date of a filing of any petition in bankruptcy, reorganization or the commencement of any bankruptcy, insolvency or similar proceeding would accruerelating to the Company) the Notes and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Company now or hereafter existing under the Notes, the Note Purchase Agreement or any of the other Loan Documents, whether for principal, at the applicable Redemption Price, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C. § 101 et seq., (the “Bankruptcy Code”)), feesindemnification payments, amounts required to be provided as collateral, indemnitiesdamages payable under the Loan Documents, expenses (including reasonable attorneys’ fees and expenses) or otherwise otherwise, and all reasonable costs and expenses, if any, actually incurred by any holder in connection with enforcing any rights under this Guaranty (collectively, all such obligations being the “Guaranteed Obligations”). Without limiting , and agrees to pay any and all reasonable expenses incurred by each holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein, in the generality Note or in the Note Purchase Agreement to the contrary, the maximum liability of each Guarantor hereunder and under the foregoingNotes and the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Guarantor’s liability Guarantor shall extend be unconditionally required to pay all amounts that constitute part demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount 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 amounts received in excess of such Guarantor’s Maximum Guaranteed Amount. If any such rebate or refund is ever required, all other 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 a guaranty of collectibility and is in no way conditioned upon any attempt to collect from the Company, another Guarantor or any other action, occurrence or circumstance whatsoever. Each Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders of the Notes hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with (in the case of the payment of Guaranteed Obligations), together with interest (in the amounts and to the extent required under such Notes and the Note Purchase Agreement) on any amount due and owing, in each case multiplied subject to the provisions of Section 4 of the Note Purchase Agreement. Each Guarantor shall be entitled to assume that any person stated in this Guaranty as being entitled to make a demand and receive payment hereunder is so entitled and, in connection therewith, to rely on written communications received from such persons as being genuine and having been duly authorized by all necessary legal action. All payments of principal at the applicable the Redemption Price, and interest on the Notes by a fraction the numerator of which Guarantor hereunder shall be paid ratably (based on the net worth outstanding principal amount of the Contributing Guarantor as Notes) to each holder and all payments of such date fees, expenses and the denominator of which other amounts shall be paid to such holder that incurred such fees, expenses and other amounts, subject to any limitations set forth in the aggregate net Exhibit C – Form Loan Documents, subject to the provisions of Guaranty -7- worth of all the Contributing Guarantors together with the net worth Section 4 of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentNote Purchase Agreement.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the punctual Bank, and its successors, endorsees, transferees and assigns, the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, ) and performance of all Obligations (as defined in the Credit Agreement)indebtedness, whether absolute or contingent liabilities and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary other obligations of the Borrower to the Secured Parties Bank, whether created under, arising out of or in connection with the Credit Agreement, the Note or any Lender of the other Loan Documents, including all unpaid principal of the Advances, all interest accrued thereon, all fees due under the Credit Documents but for Agreement and all other amounts payable by the fact Borrower to the Bank thereunder or in connection therewith; provided, however, that they Guarantor’s maximum liability hereunder shall be limited to $25,000,000. The terms “indebtedness”, “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or not allowable due to insolvency shall be an allowed or disallowed claim under the existence of a bankruptcyUnited States Bankruptcy Code or other applicable law. The foregoing indebtedness, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary liabilities and other obligations of the Borrower. (b) In order , and all other indebtedness, liabilities and obligations to provide for just and equitable contribution among the Guarantorsbe paid or performed by Guarantor in connection with this Guaranty, the Guarantors agree that in the event a payment shall hereinafter be made on any date under this Guaranty by any Guarantor (collectively referred to as the “Funding GuarantorGuaranteed Obligations.”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual prompt payment and performance, when due, whether at stated maturity, by upon acceleration or otherwise, and at all times thereafter, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent unpaid principal of and whether for principal, interest on the Loans (including, without limitation, interest that but for accruing after the existence maturity of a the Loans (if unpaid) and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding would accrue)like proceeding, relating to any Loan Party, whether or not a claim for post‑filing or post‑petition interest is allowed in such proceeding) and all other Obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, that may arise under, out of, or in connection with the Credit Agreement, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Cash Management Agreement, whether on account of principal, interest, Guarantee Obligations, reimbursement obligations, fees, amounts indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed paid by the Borrower or any Material Domestic Subsidiary other Loan Party pursuant to any Loan Document) (collectively, all of the Borrower foregoing are referred to herein as the Secured Parties or "Guaranteed Obligations"); provided, that the "Guaranteed Obligations" shall exclude any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerExcluded Swap Obligations. (b) In order addition to provide for just the Guaranteed Obligations, each Guarantor further agrees to pay any and equitable contribution among the Guarantors, the Guarantors agree that all reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred by any Guaranteed Party in the event a payment shall be made on enforcing any date rights under this Guaranty by together with any accrued but unpaid interest on the Guaranteed Obligations (including, without limitation, interest which, but for the filing of a petition of bankruptcy with respect to any Loan Party, would have accrued on the Guaranteed Obligations), which agreement shall survive termination of this Guaranty. (c) Each Guarantor understands and confirms that the Guaranteed Parties may enforce this Guaranty up to the full amount of the Guaranteed Obligations against any Guarantor without proceeding against the Borrower or any other Person, any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. (d) Notwithstanding anything in this Guaranty to the “Funding contrary, the obligations of each Guarantor under this Guaranty shall be limited to a maximum aggregate amount equal to the largest amount that would not render such Guarantor”'s obligations hereunder subject to avoidance as a fraudulent transfer or fraudulent conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state Law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (each a “Contributing Guarantor”) shall indemnify in respect of intercompany Indebtedness to the Funding Guarantor Borrower or any Subsidiary or Affiliate 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 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 or contribution of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b(i) shall be subrogated to the applicable Law, or (ii) any agreement providing for rights of such Funding Guarantor to the extent subrogation, reimbursement or contribution in favor of such paymentGuarantor, or for an equitable allocation among such Guarantor, the Borrower and/or any other Person of obligations arising under guaranties by such Persons.

Guaranty. (a) Each Guarantor hereby absolutely, jointly and severally and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the punctual payment and performance, in cash when due, without any demand or notice whatsoever, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in of the Credit Agreement)Borrowers now or hereafter existing under any Loan Document, whether absolute or contingent and whether for principal, interest (including, without limitation, all interest that but accrues after the commencement of any Insolvency Proceeding of any Borrower, whether or not a claim for the existence of a bankruptcy, reorganization or similar proceeding would accrue), post-filing interest is allowed in such Insolvency Proceeding) fees, amounts required to be provided as collateralcommissions, indemnitiesexpense reimbursements, expenses indemnifications or otherwise (collectivelysuch obligations, to the extent not paid by the Borrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower Borrowers to the Secured Parties or under any Lender under the Credit Documents Loan Document but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding an Insolvency Proceeding involving the Borrower or any Material Domestic Subsidiary Borrower. Notwithstanding any of the Borrower. (b) foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In order to provide for just and equitable contribution among no event shall the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by obligation of any Guarantor (hereunder exceed the “Funding Guarantor”), each other maximum amount such Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making could guarantee under any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentDebtor Relief Law.

Guaranty. (a) Each Guarantor hereby absolutelyhereby, jointly and severally, absolutely and unconditionally and irrevocably guarantees the punctual guarantees, as a guarantee of payment and performancenot as a guarantee of collection, the prompt payment in full in Dollars when due, whether at stated maturity, by upon acceleration or otherwise, and at all times thereafter, of any and all 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, of the Borrower or any Guarantor (collectively, the “Loan Parties”) arising under the Agreement, any Credit (as defined in the Credit Agreement), whether absolute or contingent and whether for principalany related agreement, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization instrument or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise document (collectively, the “Loan Documents”) or otherwise with respect to any Credit, in each case including interest and fees that accrue after the commencement by or against any Loan Party or any affiliate thereof of any proceeding under any laws relating to bankruptcy, insolvency, liquidation, receivership, or reorganization, or relief of debtors, naming such person or entity (each, a “Person”) as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding (collectively, the "Guaranteed Obligations”). Without limiting the generality . (b) The books and records of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part Bank showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. This Guaranty shall not be affected by the Borrower genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any Material Domestic Subsidiary instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of the Borrower any collateral therefor, or by any fact or circumstance relating to the Secured Parties or Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Lender Guarantor under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowerthis Guaranty. (bc) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b2(c) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. (d) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or other affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder; (B) any liabilities of such Guarantor under this Guaranty; and (C) any liabilities of such Guarantor under each of its other guaranties of and joint and several co-borrowings of indebtedness, in each case entered into on the date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 2(d) (each such other guaranty and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a “Competing Guaranty”) to the extent such Guarantor’s liabilities under such Competing Guaranty exceed an amount equal to (1) the aggregate principal amount of such Guarantor’s obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(d)), multiplied by (2) a fraction (i) the numerator of which is the aggregate principal amount of such Guarantor’s obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(d)), and (ii) the denominator of which is the sum of (x) the aggregate principal amount of the obligations of such Guarantor under all other Competing Guaranties (notwithstanding the operation of those limitations contained in such other Competing Guaranties that are substantially similar to this Section 2(d)), (y) the aggregate principal amount of the obligations of such Guarantor under this Guaranty (notwithstanding the operation of this Section 2(d)), and (z) the aggregate principal amount of the obligations of such Guarantor under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(d)); and (ii) after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under Section 2(c)).

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably absolutely guarantees to the Agent and the Lenders, the due and punctual payment payment, performance and performance, when due, discharge (whether at upon stated maturity, by demand, acceleration or otherwiseotherwise in accordance with the terms thereof) of (i) all of the Obligations, (ii) all terms, conditions, agreements, representations and warranties at any time made by the Borrower to the Agent and the Lenders pursuant to the Loan Agreement and the other Loan Documents, and (iii) all other debts, obligations and liabilities of all Obligations (as defined in the Credit Agreement)Borrower to the Agent and the Lenders incurred pursuant to the Loan Agreement and the other Loan Documents, whether direct or indirect, absolute or contingent 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 for principalthe Borrower may be liable individually or jointly with others, interest (includingand regardless of whether recovery upon any of such other debts, without limitationobligations or liabilities becomes barred by any statute of limitations, interest that but for the existence of a bankruptcy, reorganization is void or similar proceeding would accrue), fees, amounts required voidable under any law relating to be provided as collateral, indemnities, expenses fraudulent obligations or otherwise or is or becomes invalid or unenforceable for any other reason (collectivelythe Obligations and all such other debts, liabilities and obligations being jointly referred to as the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability the term “Guaranteed Obligations” as used herein shall extend to include all amounts that constitute part of the Guaranteed Obligations debts, liabilities and would be owed obligations incurred by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties Agent and the Lenders in any bankruptcy case of the Borrower and any interest, fees or other charges accrued in any Lender under the Credit Documents but for the fact that they are unenforceable such bankruptcy, whether or not allowable due to insolvency any such interest, fees or the existence of a bankruptcy, reorganization or similar proceeding involving other charges are recoverable from the Borrower or any Material Domestic Subsidiary of the Borrower’s estate under 11 U.S.C. § 506. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor hereby absolutely, jointly and severally and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the punctual payment and performance, in cash when due, without any demand or notice whatsoever, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in of the Credit Agreement)Borrowers now or hereafter existing under any Loan Document, whether absolute or contingent and whether for principal, interest (including, without limitation, including all interest that but accrues after the commencement of any Insolvency Proceeding of any Borrower or any other Loan Party, whether or not a claim for the existence of a bankruptcy, reorganization or similar proceeding would accrue), post-filing interest is allowed in such Insolvency Proceeding) fees, amounts required to be provided as collateralcommissions, indemnitiesexpense reimbursements, expenses indemnifications or otherwise (collectivelysuch obligations, to the extent not paid by the Borrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower Borrowers to the Secured Parties or under any Lender under the Credit Documents Loan Document but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding an Insolvency Proceeding involving the any Borrower or any Material Domestic Subsidiary other Loan Party. In no event shall the obligation of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (hereunder exceed the “Funding Guarantor”), each other maximum amount such Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making could guarantee under any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentDebtor Relief Law.

Guaranty. (a) Each US Loan Guarantor hereby absolutelyagrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally and irrevocably guarantees to the punctual Lenders the prompt payment and performance, when due, whether at stated maturity, by upon acceleration or otherwise, and at all times thereafter, of the US Secured Obligations and all Obligations (as defined in the Credit Agreement)reasonable, whether absolute or contingent documented out-of-pocket costs and whether for principal, interest (expenses including, without limitation, interest all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the US Secured Obligations from, or in prosecuting any action against, the US Borrower, any US Loan Guarantor or any other guarantor of all or any part of the US Secured Obligations (such costs and expenses, together with the US Secured Obligations, collectively the “US Guaranteed Obligations”). Each US Loan Guarantor further agrees that but for the existence US Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of a bankruptcythis Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the US Guaranteed Obligations. (b) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, reorganization and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or similar proceeding would accrue)otherwise, feesand at all times thereafter, amounts required of the Netherlands Secured Obligations and all reasonable, documented out-of-pocket costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent and the Lenders in endeavoring to be provided as collateralcollect all or any part of the Netherlands Secured Obligations from, indemnitiesor in prosecuting any action against, expenses any Borrower, any Loan Guarantor or otherwise any other guarantor of all or any part of the Netherlands Secured Obligations (collectivelysuch costs and expenses, together with the Netherlands Secured Obligations, collectively the “Netherlands Guaranteed Obligations” and together with the US Guaranteed Obligations, the “Guaranteed Obligations”). Without limiting Each Loan Guarantor further agrees that the generality Netherlands Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Netherlands Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerObligations. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the punctual Agent, on behalf of the Lenders, the prompt payment and performance, when due, due (whether at stated by scheduled maturity, by acceleration or otherwise) and performance of (a) the Obligations and all interest and other sums in respect thereof, of and (b) all Obligations (as defined in the Credit Agreement)other liabilities, whether obligations and indebtedness, direct or indirect, matured or unmatured, primary or secondary, absolute or contingent and whether for principalcontingent, interest due or to become due, secured or unsecured of the Borrower to the Lenders, now or hereafter owing or incurred (including, including without limitation, interest that but for reasonable costs and expenses incurred by the existence Lenders in attempting to collect or enforce any of a bankruptcythe foregoing) relating to the Loan Documents, reorganization or similar proceeding would accrue)accrued in each case to the date of payment hereunder, feesincluding without limitation the performance of all agreements, amounts required covenants and conditions of the Borrower set forth in the Loan Agreement and all other Loan Documents. The responsibilities and obligations of the Borrower to be provided the Lenders described above are hereinafter referred to collectively as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality .” This Guaranty is an absolute, unconditional and continuing guaranty of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part full and punctual payment and performance by the Borrower of the Guaranteed Obligations and would be owed not of collectability of the Guaranteed Obligations, and is in no way conditioned upon any requirement that the Lenders first attempt to collect any of the Guaranteed Obligations from the Borrower or resort to any security or other means of obtaining payment of any of the Guaranteed Obligations which the Lenders now have or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrower or any Material Domestic Subsidiary in the full and punctual payment and performance of the Borrower Guaranteed Obligations (after the passage of any applicable grace period), the liabilities and obligations of the Guarantor hereunder shall, at the option of the Lenders, become forthwith due and payable to the Secured Parties Lenders without demand or notice of any Lender under nature, all of which are expressly waived by the Credit Documents but for Guarantor. Payments by the fact that they are unenforceable or not allowable due to insolvency or Guarantor hereunder may be required by the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made Lenders on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount number of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentoccasions.

Guaranty. (a) Each To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby absolutelyirrevocably and unconditionally guarantees to the Lender, unconditionally its successors and irrevocably guarantees assigns (i) the punctual full and prompt payment and performance, when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all Obligations of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (as defined ii) the full and prompt payment and performance of all terms, conditions and covenants contained in the Credit Agreement)Loan Agreement and (iii) the full and prompt performance of any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, whether absolute securing, or contingent otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligations, duties and whether for principalcovenants are not paid by the Borrower in accordance with their respective terms or if any and all sums which are now or may hereafter become due from the Borrower to the Lender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, interest the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, interest that but for reasonable attorneys' fees and court costs) paid or incurred by the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required Lender in endeavoring (x) to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality collect any indebtedness evidenced by any of the foregoingObligations or the Loan Documents, each Guarantor’s liability shall extend or any portion thereof, (y) to all amounts that constitute part enforce any of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Secured Parties or any Lender under Obligations and all of the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence duties and covenants of a bankruptcy, reorganization or similar proceeding involving the Borrower or created pursuant to any Material Domestic Subsidiary and all of the BorrowerLoan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) In order As an additional inducement to provide for just and equitable contribution among the GuarantorsLender to extend credit to the Borrower, the Guarantors agree that in the event Guarantor, if a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth stockholder of the Contributing Guarantor as of such date Borrower, hereby covenants and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with the net worth respect to, pledge, hypothecate or otherwise encumber any of the Funding capital stock of the Borrower now or hereafter owned by the Guarantor as without the prior written consent of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall the Lender, which consent will not be subrogated to the rights of such Funding Guarantor to the extent of such paymentunreasonably withheld.

Guaranty. The Company hereby (ai) Each Guarantor hereby absolutelyratifies, restates and confirms its Guarantee in favor of the Lender Parties made pursuant to the “Company Guaranty” (as defined in the Existing Credit Agreement) and (ii) absolutely and unconditionally and irrevocably guarantees the punctual guarantees, as a guaranty of payment and performanceperformance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, 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 all Obligations (as defined in each of the Credit Agreement)Designated Borrowers to the Lender Parties, whether absolute or contingent and whether for principalarising hereunder or under any other Loan Document (including all renewals, interest (includingextensions, without limitationamendments and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof) and whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Company or any Designated Borrower under any Debtor Relief Laws, and including interest that but for accrues after the existence commencement by or against any Designated Borrower of a bankruptcy, reorganization or similar any proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise under any Debtor Relief Laws (collectively, the “Guaranteed Designated Borrower Obligations”). Without limiting The Administrative Agent’s books and records showing the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part amount of the Guaranteed Designated Borrower Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed by binding upon the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but Company, and conclusive for the fact that they are unenforceable or not allowable due to insolvency or the existence purpose of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to establishing the amount of such paymentGuaranteed Designated Borrower Obligations. This Company Guaranty shall not be affected by the genuineness, in each case multiplied by a fraction the numerator of which shall be the net worth validity, regularity or enforceability of the Contributing Guarantor as Guaranteed Designated Borrower Obligations or any instrument or agreement evidencing any Guaranteed Designated Borrower Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such date any collateral therefor, or by any fact or circumstance relating to the Guaranteed Designated Borrower Obligations which might otherwise constitute a defense to the obligations of the Company under this Company Guaranty, and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentforegoing.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Administrative Agent for the punctual benefit of Administrative Agent and the Lenders and becomes surety for each of the following, but only to the extent that the same are not timely paid by Borrower: (i) subject to the terms and conditions of Section 27 below, the full and timely payment and performance, when due, whether at stated maturityby declaration, by acceleration or otherwise, of all Obligations principal of the Loan including the full and timely payment of principal when due pursuant to the terms of the Loan Agreement, (as defined in ii) any accrued and unpaid obligations pursuant to any Lender-Provided Swap other than (and expressly excluding) any obligations under any Swaps that are not secured by the Credit AgreementProperty (any such obligations, “Lender-Provided Swap Obligations”) relating to the Loan, and any and all present and future Swaps and Lender-Provided Swaps (other than Excluded Swap Obligations) and (iii), whether absolute or contingent the reasonable expenses and whether for principalfees of legal counsel in connection with any collection and/or enforcement relative to this Guaranty (“Costs”) (all amounts due, interest (includingdebts, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required liabilities and payment obligations described in this Section 2 which are not timely paid by Borrower are hereinafter collectively referred to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty is direct and immediate and not conditional or contingent upon the generality pursuit of any remedies against Borrower or any other person (including other guarantors, if any), nor against the collateral for the Loan. To the extent permitted by applicable law, Guarantor waives any right to require that an action be brought against Borrower or any other Person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Administrative Agent or any Lender in favor of Borrower or any other Person. In the event, on account of the foregoingBankruptcy Reform Act of 1978, each Guarantor’s as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower is relieved of or fails to incur any debt, obligation or liability shall extend as provided in the Loan Documents, Guarantor will nevertheless be fully liable for the Guaranteed Obligations. In the event of a Default or Event of Default which is not cured within any applicable grace or cure period, Administrative Agent and/or the Required Lenders will have the right to enforce their respective rights, powers and remedies (including foreclosure of all amounts that constitute part or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Administrative Agent and/or the Required Lenders in such event will be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid or discharged by reason of the exercise of any of the remedies available to Administrative Agent and/or the Required Lenders, this Guaranty will nevertheless remain in full force and would effect, and Guarantor will remain liable for all remaining Guaranteed Obligations, even though any rights which Guarantor may have against Borrower may be owed destroyed or diminished by the Borrower or exercise of any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowersuch remedy. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor The Guarantors hereby absolutely, jointly and severally unconditionally and irrevocably guarantees guarantee the punctual full and prompt payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of, and the performance of, (as defined in a) the Credit Agreement)Obligations, whether absolute now or contingent hereafter existing and whether for principal, interest interest, fees, expenses or otherwise, (b) all obligations owed to any Guarantied Party pursuant to a Guarantied Swap Contract, excluding any Excluded Swap Obligations of a Guarantor, (c) any and all reasonable out-of-pocket expenses (including, without limitation, interest 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 existence operation of a bankruptcyany provision of Debtor Relief Laws, reorganization and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or similar proceeding would accrueany Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), fees(b), amounts required (c) and (d) immediately above being herein referred to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Guarantied Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary Upon failure of the Borrower to pay any of the Secured Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or .proceeding involving any state corporate law, or any Lender under the Credit Documents but for the fact that they are unenforceable state or not allowable due to insolvency or the existence of a federal bankruptcy, insolvency, reorganization or similar proceeding involving other law affecting the Borrower rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any Material Domestic Subsidiary applicable provisions of the Borrower. comparable state law (b) In order to provide for just and equitable contribution among the Guarantorscollectively, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding GuarantorFraudulent Transfer Laws”), each the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (each a “Contributing Guarantor”) shall indemnify in respect of intercompany Indebtedness to the Funding Guarantor Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of such payment, in each case multiplied by a fraction Guarantor (as determined under the numerator of which shall be the net worth of the Contributing Guarantor as applicable provisions of such date and the denominator Fraudulent Transfer Laws) of which shall be the aggregate net Exhibit C – Form any rights of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of subrogation, contribution, reimbursement, indemnity or similar rights held by such date. Any Contributing Guarantor making any payment to a Funding 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 2(b) shall 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 subrogated automatically limited and reduced to the rights of such Funding Guarantor highest amount that is valid and enforceable and not subordinated to the extent claims of other creditors as determined in such paymentaction or proceeding.

Guaranty. (a) Each The Guarantor hereby absolutelyhereby, unconditionally irrevocably and irrevocably unconditionally, guarantees the punctual payment and performance, when due, in lawful money of the United States of America, whether at stated maturity, by acceleration or otherwise, of the Loans and all other Obligations (as defined in owing by the Company to the Lenders, the Administrative Agent, the Swingline Lender and Other Agents, or any of them, under the Credit Agreement), whether absolute the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or contingent and hereafter owing, whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue)interest, fees, amounts required to be provided as collateralexpenses, indemnities, reimbursement obligations or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or otherwise the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”). Without limiting , including without limitation, all interest which, but for the generality filing of a petition in bankruptcy, would accrue on any principal portion of the foregoingGuaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in U.S. Dollars free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guarantor’s liability shall extend Guaranteed Party will receive, after giving effect to all any Indemnified Taxes (as such term is defined in the Credit Agreement), the full amount, in U.S. Dollars, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Indemnified Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that constitute part 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 and would be owed by without proceeding against the Borrower Company, against any security for the Guaranteed Obligations, against any other Person or under any Material Domestic Subsidiary other guaranty covering any portion of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerGuaranteed Obligations. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor In consideration of, and in order to induce the Banks to make the Loans and the Issuing Bank to issue Letters of Credit hereunder, the Guarantors hereby absolutely, unconditionally and irrevocably guarantees irrevocably, jointly and severally, guarantee the punctual payment and performance, performance when due, whether at stated maturity, by acceleration or otherwise, of the Obligations, and all Obligations (as defined in other obligations and covenants of the Credit Company now or hereafter existing under this Agreement), whether absolute or contingent the Notes and the other Loan Documents whether for principal, interest (including, without limitation, including interest that but for accruing or becoming owing both prior to and subsequent to the existence commencement of a bankruptcy, reorganization any proceeding against or similar proceeding would accruewith respect to the Company under any chapter of the Bankruptcy Code), feesFees, amounts required to be provided as collateral, indemnitiescommissions, expenses (including reasonable attorneys' fees and expenses) or otherwise (collectivelyotherwise, the “Guaranteed Obligations”). Without limiting the generality of the foregoingand all reasonable costs and expenses, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed if any, incurred by the Borrower Agent or any Material Domestic Subsidiary of the Borrower to the Secured Parties or Bank in connection with enforcing any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date rights under this Guaranty by any Guarantor (all such obligations being the “Funding Guarantor”"GUARANTEED OBLIGATIONS"), and agree to pay any and all reasonable expenses incurred by each other Guarantor (each a “Contributing Guarantor”) shall indemnify Bank and the Funding Guarantor Agent in an amount equal enforcing this Guaranty; PROVIDED that notwithstanding anything contained herein or in any of the Loan Documents to the amount contrary, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount, PROVIDED FURTHER, each 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, in each case multiplied if so required by a fraction final non-appealable order of a court of competent jurisdiction, shall then be liable for the numerator refund of which shall be the net worth of the Contributing Guarantor as of any excess amounts. If any such date rebate or refund is ever required, all other Guarantors (and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(bCompany) shall be subrogated fully liable for the repayment thereof to the rights 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 no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Guaranteed Amount of such Funding Guarantor to without impairing this Guaranty or affecting the extent rights and remedies of such paymentthe Banks hereunder.

Guaranty. Each Loan Guarantor (aother than those that have delivered a separate Guaranty) Each Guarantor hereby agrees that it is jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the punctual Secured Parties, the prompt payment and performance, when due, whether at stated maturity, by upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all Obligations (as defined in the Credit Agreement), whether absolute or contingent reasonable and whether for principal, interest (documented out-of-pocket costs and expenses including, without limitation, interest that but all court costs and attorneys’ and paralegals’ fees and expenses paid or incurred by the Administrative Agent, the Issuing Banks and the Lenders (limited, in the case of attorneys’ and paralegals’ fees and expenses to one counsel for all Secured Parties (and, if reasonably necessary, a single local counsel for all Secured Parties taken as a whole in each relevant jurisdiction) and, solely in the existence case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, (x) one firm of local counsel in each relevant jurisdiction and (y) any special regulatory counsel) to each group of affected Secured Parties similarly situated taken as a bankruptcywhole and any other counsel retained with the Borrower’s consent, reorganization or similar proceeding would accrue), fees, amounts required such consent not to be provided as collateralunreasonably withheld or delayed) in endeavoring to collect all or any part of the Secured Obligations from, indemnitiesor in prosecuting any action against, expenses the Borrower, any Loan Guarantor or otherwise any other guarantor of all or any part of the Secured Obligations (collectivelysuch costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”; provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Without limiting Each Loan Guarantor further agrees that the generality Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of the foregoing, each Guarantor’s liability shall extend this Loan Guaranty apply to all amounts and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that constitute part extended any portion of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerObligations. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees the punctual payment and performance, when due, in lawful money of the United States of America, or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “Obligation Currency”), whether at stated maturity, by acceleration or otherwise, of the Loans, L/C Obligations, and all other Obligations (as defined in owing by the Borrower to the Lenders, the Administrative Agent and the Issuing Banks, or any of them, under the Credit Agreement), whether absolute the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or contingent and hereafter owing, whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue)interest, fees, amounts required to be provided as collateral, indemnities, expenses or otherwise otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders, the Issuing Banks or the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”). Without limiting , including without limitation, all interest which, but for the generality filing of a petition in bankruptcy, would accrue on any principal portion of the foregoingGuaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guarantor’s liability shall extend Guaranteed Party will receive, after giving effect to all any Taxes (other than Excluded Taxes), the full amount, in the Obligation Currency, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that constitute part 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 and would be owed by without proceeding against the Borrower Borrower, against any security for the Guaranteed Obligations, or under any Material Domestic Subsidiary other guaranty covering any portion of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerGuaranteed Obligations. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor The Guarantors hereby absolutely, jointly and severally unconditionally and irrevocably guarantees guarantee the punctual full and prompt payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of, and the performance of, (as defined in a) the Credit Agreement)Obligations, whether absolute now or contingent hereafter existing and whether for principal, interest interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Guarantied Party, (c) any and all reasonable out-of-pocket expenses (including, without limitation, interest 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 existence operation of a bankruptcyany provision of Debtor Relief Laws, reorganization and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or similar proceeding would accrueany Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), fees(b), amounts required (c) and (d) immediately above being herein referred to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Guarantied Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary Upon failure of the Borrower to pay any of the Secured Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any Lender under the Credit Documents but for the fact that they are unenforceable state or not allowable due to insolvency or the existence of a federal bankruptcy, insolvency, reorganization or similar proceeding involving other law affecting the Borrower rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any Material Domestic Subsidiary applicable provisions of the Borrower. comparable state law (b) In order to provide for just and equitable contribution among the Guarantorscollectively, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding GuarantorFraudulent Transfer Laws”), each the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (each a “Contributing Guarantor”) shall indemnify in respect of intercompany Indebtedness to the Funding Guarantor Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of such payment, in each case multiplied by a fraction Guarantor (as determined under the numerator of which shall be the net worth of the Contributing Guarantor as applicable provisions of such date and the denominator Fraudulent Transfer Laws) of which shall be the aggregate net Exhibit C – Form any rights of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of subrogation, contribution, reimbursement, indemnity or similar rights held by such date. Any Contributing Guarantor making any payment to a Funding 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 2(b) shall 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 subrogated automatically limited and reduced to the rights of such Funding Guarantor highest amount that is valid and enforceable and not subordinated to the extent claims of other creditors as determined in such paymentaction or proceeding.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in obligations whatsoever of Borrower now or hereafter existing under the Credit Agreement)Loan Documents, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise otherwise, and all other amounts owing in respect of the Obligations (collectively, such obligations being the “"Guaranteed Obligations”"). Without limiting the ---------------------- generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties Administrative Agent, the Issuing Agent, or any Lender under the Credit Loan Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just It is the intention of Guarantor, and equitable contribution among the GuarantorsAdministrative Agent, the Guarantors agree Issuing Lender, and each Lender that in the event a payment amount of the Guaranteed Obligations guaranteed by Guarantor shall be made on in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and similar Legal Requirements applicable to Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any date other agreement or instrument executed in connection with the payment of any of the Guaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by Guarantor under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in be limited to an aggregate amount equal to the largest amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth that would not render Guarantor's obligations hereunder subject to avoidance under Section 548 of the Contributing Guarantor as United States Bankruptcy Code or any comparable provision of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentother applicable law.

Guaranty. (a) Each The Guarantor hereby absolutelyabsolutely and unconditionally -------- guarantees, unconditionally the full and irrevocably guarantees the punctual timely payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in obligations of the Credit Agreement)Borrower now or hereafter existing under this Agreement or any of the Security Instruments, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue)interest, fees, amounts required to be provided as collateral, indemnities, expenses or otherwise otherwise. The Guarantor further agrees to pay any and all expenses (collectively, including without limitation reasonable attorneys' fees and expenses) incurred by the “Guaranteed Obligations”). Without limiting Bank in enforcing or protecting its rights against the generality Guarantor under this Agreement or any of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerSecurity Instruments. (b) In order This is a guaranty of payment and not of collection, and the Guarantor expressly waives any right to provide require that any action be brought against the Borrower or any other guarantor or to require that resort be had to any security, whether held by or available to the Bank or to any other guaranty. If the Borrower shall default in payment of the principal, interest, or fees on or any other amount payable hereunder when and as the same shall become due, whether by acceleration, call for just and equitable contribution among prepayment, or otherwise, or upon the Guarantorsoccurrence of any other Event of Default hereunder, the Guarantors agree that in Guarantor, upon demand by the event a payment Bank or its successors or assigns, will promptly and fully make such payments. All payments by the Guarantor shall be made in immediately available coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Each default in payment of the principal, interest, fees or any date other amount payable hereunder, or the occurrence of any other Event of Default hereunder, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Bank, or its successors or assigns, in its sole discretion, shall have the right to proceed first and directly against the Guarantor and its successors and assigns. (c) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the obligations of the Borrower under this Guaranty Agreement or any requirement that the Bank protect, secure, perfect or insure any security interest or lien or any property subject hereto or to the Security Instruments or exhaust any right or take any action against the Borrower or any other Person. (d) The Guarantor will not exercise any rights that it may acquire by way of subrogation under this Agreement, by any Guarantor (payment made hereunder or otherwise, until all the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) obligations of the Borrower shall indemnify the Funding Guarantor have been paid or performed in an full. If any amount equal shall be paid to the amount Guarantor on account of such paymentsubrogation rights at any time when all the obligations of the Borrower hereunder shall not have been paid or performed in full, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited and applied upon the obligations of the Borrower hereunder, whether matured or unmatured, in each accordance with the terms hereof. (e) This guaranty shall continue to be effective or be reinstated, as the case multiplied by a fraction the numerator may be, if at any time any payment of which shall be the net worth any of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth obligations of the Funding Guarantor Borrower hereunder is rescinded or is otherwise returned by the Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as of though such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymenthad not been made.

Guaranty. (a) Each Guarantor hereby absolutelyunconditionally guarantees and promises to pay to Executive, unconditionally 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 irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in hereinafter defined) consisting of payments due to Executive. For purposes of this Guaranty the Credit Agreementterm “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 terms of Sections 2 and 3 of the Contract (as such Obligations may become due subject to the provisions of the Contract, including all notice requirements and cure provisions), whether absolute or contingent and whether for principalincluding all interest, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), late fees, amounts required charges, expenses, attorneys’ fees and other professionals’ fees chargeable to be provided as collateralObligor or payable by Obligor there under and any costs of collection hereunder, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations including attorneys’ and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowerother professionals’ fees. (b) In order This Guaranty is absolute, unconditional, continuing and irrevocable and constitutes an independent guaranty of payment and not of collect ability (provided that it is subject to provide for just Obligor defaulting on any of the Obligations), and equitable contribution among the Guarantorsis 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 Guarantors agree that 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 event 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 or any part thereof to the payment of any obligations and liabilities which may be due to Executive or others, (iv) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed, (v) take and hold security or additional security for any or all of the obligations or liabilities covered by this Guaranty, and (vi) assign its rights and interests under this Guaranty, in whole or in part. (d) This is a payment continuing Guaranty for which Guarantor receives continuing consideration and all obligations to which it applies or may apply under the terms hereof shall be made on any date under conclusively presumed to have been created in reliance hereon and this Guaranty by is therefore irrevocable without the prior written consent of Executive. (e) Guarantor may bring action to enforce Executive’s obligations under the Contract if (i) any proceeding is brought against Guarantor to seek enforcement of this Guaranty or (the “Funding Guarantor”), each other ii) Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making makes any payment to a Funding Guarantor Executive pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentGuaranty.

Guaranty. (ai) Each For value received and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to any Borrower by the Lenders, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual full and prompt payment and performance, when due, whether at stated maturitymaturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all the Guaranteed Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but accruing following the filing of a bankruptcy petition by or against any applicable Borrower, at the applicable rate specified in the Credit Agreement, whether or not such interest is allowed as a claim in bankruptcy). (ii) At any time after the occurrence of an Event of Default, each Guarantor shall pay to the Administrative Agent, for the existence ratable benefit of a bankruptcythe Agents and the Lenders, reorganization or similar proceeding would accrue)on demand and in immediately available funds, the full amount of the Guaranteed Obligations. Each Guarantor further agrees to pay and reimburse the Agents and the Lenders for, on demand and in immediately available funds, (a) all reasonable fees, amounts required costs and expenses (including, without limitation, all court costs and reasonable attorneys' fees, costs and expenses) paid or incurred by such Person in: (1) endeavoring to be provided as collateral, indemnities, expenses collect all or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute any part of the Guaranteed Obligations and would be owed by owing to such Person from, or in prosecuting any action against, the applicable Borrower or Borrowers relating to the Credit Agreement, this Guaranty or the transactions contemplated thereby; (2) taking any Material Domestic Subsidiary action with respect to any security or collateral securing the Guaranteed Obligations; and (3) preserving, protecting or defending the enforceability of, or enforcing, this Guaranty or the Agents' or the Lenders' rights hereunder (all such costs and expenses are hereinafter referred to as the "Expenses") and (b) interest on the Expenses, from the date of demand under this Guaranty until paid in full at the per annum rate of interest described in Section 4.01(d) of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact Agreement. Each Guarantor hereby agrees that they are unenforceable or this Guaranty is an absolute guaranty of payment and is not allowable due to insolvency or the existence a guaranty of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowercollection. (biii) In order Notwithstanding anything contained in this Guaranty to provide for just and equitable contribution among the Guarantorscontrary, the Guarantors agree that in the event a payment amount guaranteed by each Guarantor hereunder shall be made on any date under this Guaranty limited to an aggregate amount which, together with other amounts owing by any such Guarantor (to the “Funding Guarantor”)Agents and the Lenders, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount is equal to the largest amount that would not be subject to avoidance under Section 548 of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth Title 11 of the Contributing Guarantor as United States Code (11 U.S.C. ▇▇.▇▇. 101 et seq.) (the "Bankruptcy Code") or any applicable provisions of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentcomparable state law.

Guaranty. 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 (a) Each “Borrower”), Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender: (i) the full and irrevocably guarantees prompt payment when due of the punctual principal of, all interest on, and all fees in respect of, all of the Loans and Letter of Credit Obligations and (ii) the full and prompt payment and performance, when dueperformance of any and all other Obligations, whether at stated maturityall 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 acceleration reason of an extension of credit, opening of a letter of credit, loan, guarantee, Rate Management Obligation or otherwisein any other manner (all of the indebtedness, of all Obligations (as defined liabilities and obligations described in the Credit Agreement), whether absolute or contingent foregoing clauses (i) and whether for principal, interest (including, without limitation, interest that but for the existence ii) of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required this Section 1.1 which are outstanding from time to be provided time are collectively referred to as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part full and prompt payment and performance of the Guaranteed Obligations when any of the Guaranteed Obligations are due, including, without limitation, on the occurrence of an Event of Default, by reason of the maturity or acceleration of any of the Guaranteed Obligations, on the occurrence of a default under the terms of this Guaranty, or otherwise, and would be owed by at any times after the Borrower date when due. Notwithstanding anything to the contrary contained in this Guaranty or any Material Domestic Subsidiary other Loan Document to which any Guarantor is a party: (a) the definition of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence “Guaranteed Obligations” set forth in this Guaranty shall exclude Excluded Swap Obligations in respect of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. Guarantor; (b) In order in no event shall the proceeds of any Loan Collateral provided by Guarantor be applied by Lender to provide for just any Excluded Swap Obligations in respect of Guarantor; and equitable contribution among the Guarantors(c) without limiting any provision set forth in any Loan Document, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount fullest extent permitted by law, Guarantor hereby waives any and all rights to require marshalling of such payment, in each case multiplied assets by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentLender.

Guaranty. Each Loan Guarantor and any of its successors or assigns (aother than those that have delivered a separate Loan Guaranty) Each hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees, to the extent permissible under the laws of the country in which such Loan Guarantor hereby absolutelyis located or organized, unconditionally to the Lenders and irrevocably guarantees the punctual Agents (collectively, the “Guaranteed Parties”) the prompt payment and performance, when due, whether at stated maturity, by upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all Obligations (as defined in the Credit Agreement), whether absolute or contingent costs and whether for principal, interest (expenses including, without limitation, interest that but for all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the existence Agents and the Lenders in endeavoring to collect all or any part of a bankruptcythe Secured Obligations from, reorganization or similar proceeding would accrue)in prosecuting any action against, feesthe Borrower, amounts required to be provided as collateralany other Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, indemnitiestogether with the Secured Obligations, expenses or otherwise (collectively, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. If any payment by a Loan Guarantor or any discharge given by a Guaranteed Party (whether in respect of the obligations of any Loan Guarantor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of each Loan Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Guaranteed Party shall be entitled to recover the value or amount of that security or payment from each Loan Guarantor, as if the payment, discharge, avoidance or reduction had not occurred. The obligations of each Loan Guarantor under this Article X will not be affected by an act, omission, matter or thing which, but for this Article X, would reduce, release or prejudice any of its obligations under this Article X (without limitation and whether or not known to it or any Guaranteed Party) including: (a) any time, waiver or consent granted to, or composition with, any Loan Guarantor or other person; (b) the release of any other Loan Guarantor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Guarantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Loan Guarantor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Loan Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or (g) any insolvency, bankruptcy, winding-up, liquidation, reorganization or other similar proceedings. Without limiting prejudice to the generality of the foregoingabove, each Guarantor’s liability Loan Guarantor expressly confirms, as permissible under applicable law, that it intends that this guarantee shall extend from time to all amounts that constitute part time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or any amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new Borrower; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. Each Loan Guarantor waives any right it may have of first requiring any Guaranteed Obligations and would be owed by the Borrower Party (or any Material Domestic Subsidiary trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Loan Guarantor under this Article X. This waiver applies irrespective of the Borrower any law or any provision of a Loan Document to the Secured Parties or contrary. This guarantee is in addition to and is not in any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty way prejudiced by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal guarantee or security now or subsequently held by any Guaranteed Party. This guarantee does not apply to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of such paymentany equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Loan Guarantor.

Guaranty. (a) Each Guarantor PC Parent, as primary obligor and not merely a surety, hereby absolutely, unconditionally and irrevocably guarantees the punctual following payment and performance, when due, whether at stated maturity, by acceleration or otherwise, obligations of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise Purchaser arising under this Agreement (collectively, the “Guaranteed Obligations”): (i) The obligation to pay the Purchase Price at Closing; (ii) The indemnification obligations, including for breaches of representations and warranties contained in Section 14(b). Without limiting , and for Losses suffered as a result of or in connection any Purchaser’s fraud or knowing, willful or intentional misstatements or breaches; (iii) The payment of taxes, expenses and prorations pursuant to Section 18; and (iv) PCL’s obligation to make the generality of the foregoing, each Guarantor’s liability shall extend capital contributions to all amounts that constitute part of the Guaranteed Obligations MWV-EED pursuant to Sections 6(c)(viii) and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower(ix). (b) In order PC Parent hereby waives promptness, diligence, notice of acceptance of the guaranty set forth in this Section 43 (the “Guaranty”) and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, and all suretyship defenses. The liability of PC Parent hereunder shall not be affected by (i) the release or discharge of the Purchaser in any creditors’, receivership, bankruptcy, or other proceedings, (ii) the impairment, limitation, or modification of the liability of the Purchaser in bankruptcy, (iii) any disability or other defense of the Purchaser, (iv) the cessation from any cause whatsoever of the liability of the Purchaser, (v) the existence of any claim, set off or other right that PC Parent may have at any time against MWV, CDLM LLC or CDLM Inc., whether in connection with any Guaranteed Obligation or otherwise, (vi) the failure or delay on the part of MWV to provide for just and equitable contribution among assert any claim or demand or to enforce any right or remedy against the Guarantors, the Guarantors agree that Purchaser; (vii) any change in the event time, place or manner of payment of any of the Guaranteed Obligations or any waiver, compromise, consolidation or other amendment or modification of any of the terms or conditions of this Agreement; (viii) any change in the corporate existence, structure or ownership of PC Parent or the Purchaser; or (ix) the adequacy of any other means MWV may have of obtaining payment related to any of the Guaranteed Obligations. To the fullest extent permitted by law, PC Parent hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by MWV. MWV shall not have any obligation first to exhaust or pursue its remedies against the Purchaser before having the right to proceed against PC Parent hereunder. (c) The Guaranty is a guarantee of payment and not of collectability. The Guaranty is a continuing one and shall remain in full force and effect until the payment and satisfaction in full of all the Guaranteed Obligations. If at any time payment of any of the Guaranteed Obligations is rescinded or must be otherwise restored or returned by Seller upon the insolvency, bankruptcy or reorganization of PC Parent, any of its Subsidiaries or otherwise, PC Parent’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Seller, all as though such payment had not been made. PC Parent acknowledges that it will receive substantial direct and indirect benefits from the Transactions. Subject to the restrictions on assignment in Section 43(d) the Guaranty shall bind and shall inure to the benefit of the Parties’ respective successors and assigns. (d) PC Parent may not assign any date right or delegate any obligation under this Section 43 without the express prior written consent of Seller, which consent shall not be unreasonably withheld; provided, however, that assignment or delegation by PC Parent to one or more of its controlled affiliates is permissible, so long as PC Parent remains obligated under the Guaranty by any Guarantor (the “Funding Guarantor”to Seller. For purposes of this Section 43(d), each other Guarantor (each an entity is a “Contributing Guarantor”controlled affiliate” of PC Parent if PC Parent owns, directly or indirectly, more than fifty percent (50%) of the voting securities of, or other ownership interest in, such entity. The foregoing notwithstanding, PC Parent shall indemnify cause any entity that merges or consolidates with or into PC Parent, or that acquires all or substantially all of the Funding Guarantor assets of PC Parent, to assume all liabilities and obligations of PC Parent under the Guaranty. (e) The Guaranty may not be changed, modified, discharged or terminated in any manner other than by an amount equal agreement in writing signed by Seller. Any waiver by Seller, or the giving of any consent or the granting of any indulgences or extensions of time to the Purchaser, to all of which PC Parent hereby consents, may be done without notice to PC Parent and without releasing the obligations of PC Parent hereunder. (f) Without limiting the foregoing, PC Parent shall not have the right hereunder to, and waives and relinquishes any right which it might otherwise have, to offset or credit against any Guaranteed Obligations, the amount of such paymentany Losses or any other obligation, in each case multiplied by a fraction the numerator claim, payment or other liability of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making Seller or any payment Affiliates to a Funding Guarantor pursuant to Purchaser under this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentAgreement or otherwise.

Guaranty. (a) Each Guarantor The Guarantors jointly and severally hereby absolutely, unconditionally and irrevocably guarantees (i) guarantee to the punctual Lender the prompt and complete payment and performance, when due, due (whether at stated maturity, by acceleration or otherwise, ) of all Obligations payments of Debtor to Lender pursuant to the Note (as defined the "Obligations"), and (ii) agree to pay any and all expenses (including counsel fees and expenses) incurred by the Lender in obtaining advice of counsel in respect of this Guaranty and incurred by the Lender in enforcing any rights with respect to, or collecting against the Guarantors under, this Guaranty. GUARANTY order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The liability of the Guarantors under this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validity, regularity or enforceability of the Note or any other agreement or instrument relating thereto; (b) any lack of validity, regularity or enforceability of this Guaranty or any other agreement or instrument relating hereto; (c) any change in the Credit Agreement)time, whether absolute manner or contingent and whether place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Note; (d) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for principalall or any of the Obligations; (e) any failure on the part of the Lender to exercise, interest or any delay in exercising, any right under the Note or any other document; or (f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Debtor, the Guarantors or any other guarantor of all or a portion of the Obligations (including, without limitation, interest all defenses based on suretyship or impairment of collateral, and all defenses that but for the existence Debtor may assert to the repayment of a the Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, reorganization or similar proceeding would accruelack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, this Guaranty and the “Guaranteed Obligations”). Without limiting the generality Obligations of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentGuaranty.

Guaranty. (a) Each Guarantor hereby hereby, jointly and severally, irrevocably, absolutely, and unconditionally and irrevocably guarantees the full and punctual payment and performance, or performance when due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all of the Guaranteed Obligations, including (i) Guaranteed Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest respect of amounts that would become due but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality operation of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part automatic stay under Section 362(a) of the Bankruptcy Code or the operation of Sections 502(b) and 506(b) of the Bankruptcy Code; and (ii) Guaranteed Obligations to deliver and would pledge cash collateral upon certain events. This Guaranty constitutes a guaranty of payment and performance when due and not of collection, and each Guarantor specifically agrees that it shall not be owed by necessary or required that the Agent or any Lender exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower (or any Material Domestic Subsidiary other Person) before or as a condition to the obligations of the Guarantors hereunder. The Agent or any Lender may permit the indebtedness of the Borrower to the Secured Parties Agent or any Lender under to include indebtedness other than the Credit Documents but for Guaranteed Obligations, and may apply any amounts received from any source, other than from the fact Guarantors, to that they are unenforceable or not allowable due portion of Borrower's indebtedness to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower Agent or any Material Domestic Subsidiary Lender which is not a part of the BorrowerGuaranteed Obligations. (b) In order to provide for just and equitable contribution among To secure all of the Guarantors' obligations hereunder, the Guarantors agree that each Guarantor assigns and grants to Lender a security interest in all moneys, securities, and other property of such Guarantor now or hereafter in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”)possession of Lender, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount all deposit accounts of such paymentGuarantor maintained with Lender, and all proceeds thereof. Upon default or breach of any Guarantor's obligations to Lender, Lender may apply any deposit account to reduce the indebtedness, and may foreclose any collateral as provided in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date Uniform Commercial Code and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making in any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentsecurity agreements between Lender and Guarantor.

Guaranty. (a) Each Guarantor Guarantor, upon the occurrence of a Springing Recourse Event, hereby absolutely, irrevocably and unconditionally guaranties the due and irrevocably guarantees the punctual payment and performance, performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower to any Lender or the Agent under or in connection with the Term Loan Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Term Loans and the Related Swap Obligations (as defined other than Excluded Swap Obligations), and the payment of all interest, fees, charges, attorneys’ fees and other amounts payable to any Lender or the Agent thereunder or in connection therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Lenders and the Agent in the Credit Agreement)enforcement of any of the foregoing or any obligation of Guarantor hereunder; and (d) all other Obligations. For the purposes of this Guaranty, whether absolute the occurrence of any of the events described in (1)-(3) below shall be a “Springing Recourse Event”: (A) Guarantor fails to perform or contingent comply with any of the following terms (each, a “Guarantor Covenant Breach”): (i) the Guarantor shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and whether disposition of general or limited partnership interests in the Borrower and the management of the business of the Borrower, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower; (ii) the Guarantor shall not own any assets other than (A) equity interests (or rights, options or warrants in respect thereof) of the Borrower, (B) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Borrower; (C) money that has been distributed to Guarantor by Borrower or a Subsidiary of Borrower described in clause (ii)(B) above in accordance with Section 6.11 of the Term Loan Agreement that is held for principalten (10) Business Days or less pending further distribution to equity holders of the Guarantor, interest (D) assets received by the Guarantor from third parties (including, without limitation, interest the proceeds from any issuance of equity interests), that are held for ten (10) Business Days or less pending further contribution to Borrower, (E) such bank accounts or similar instruments (subject to the other terms hereof) as it deems necessary to carry out its responsibilities under the limited partnership agreement of the Borrower, and (F) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of Borrower and its Subsidiaries (but which in no event shall include any real estate, cash, cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (ii)(C) and (D) above) or equity interests (other than equity interests permitted in clauses (ii)(A) and (B) above); (iii) the Guarantor shall promptly contribute or otherwise downstream to the Borrower any net assets received by the Guarantor from third parties (including, without limitation, the proceeds from any issuance of equity interests), subject to the terms of clause (ii)(D) above; (iv) the Guarantor shall not merge or consolidate (except as permitted in the Term Loan Agreement), or dissolve, liquidate or otherwise wind up its business, affairs or assets; (v) the Guarantor shall not guarantee, or otherwise be or become obligated in respect of, any Indebtedness (which for the existence purposes hereof shall include any obligations under any Swap Contract but shall exclude (A) [intentionally omitted], (B) all obligations of a the Guarantor to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock (as hereinafter defined) issued by the Guarantor or any other Person, (C) any liability pursuant to non-recourse carveout guaranties with customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, reorganization or collusive involuntary bankruptcy and other similar proceeding would accruecustomary exceptions to recourse liability (a “Customary Nonrecourse Debt Guaranty”) until a claim is made with respect thereto (provided that for the purposes of this clause (v), feesthe Guarantor shall not be deemed to have violated this covenant with respect to Indebtedness under a Customary Nonrecourse Debt Guaranty until a judgment is obtained with respect to claims under Customary Nonrecourse Debt Guaranties individually or in the aggregate of $30,000,000 or greater), amounts required and (D) any liability pursuant to be a springing guaranty on substantially the same terms as the Springing Guaranty; and provided as collateral, indemnities, expenses or otherwise (collectively, further that the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend with respect to all amounts (x) Indebtedness of Borrower in place as of March 31, 2014 and (y) Indebtedness of Inland Diversified Real Estate Trust, Inc., a Maryland corporation (“Inland Diversified”) assumed by Borrower and that constitute is existing debt of Inland Diversified as of July 1, 2014 and was not incurred as a part of or in anticipation of the Guaranteed Obligations merger of Inland Diversified with and would into KRG Magellan, LLC, solely by virtue of the Guarantor being the general partner of Borrower and not as a guarantor, shall be owed by excluded from the foregoing provided such liability is not increased); and (B) with respect to a Guarantor Covenant Breach of any event described in (1)(A)(i)-(iii) above, the passage of forty-five (45) days after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or (ii) Agent notifying Borrower in writing of any Material Domestic Subsidiary such Guarantor Covenant Breach, or (C) with respect to a Guarantor Covenant Breach of the event described in clause (1)(A)(v) above, the passage of ten (10) Business Days (or forty-five (45) days if the aggregate Indebtedness for the purposes of clause (1)(A)(v) above is less than $10,000,000), after the first to occur of either (i) Borrower to or Guarantor becoming aware of such Guarantor Covenant Breach, or (ii) Agent notifying Borrower in writing of any such Guarantor Covenant Breach; or (2) Borrower or Guarantor shall commence a voluntary case under the Secured Parties Bankruptcy Code of 1978, as amended, or any Lender under the Credit Documents but for the fact that they are unenforceable other federal bankruptcy or not allowable due any other domestic or foreign laws relating to insolvency or the existence of a bankruptcy, reorganization insolvency, reorganization, winding-up, composition or similar proceeding involving the Borrower or any Material Domestic Subsidiary adjustment of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such paymentdebts, in each case multiplied by with respect to Borrower or Guarantor, whether now or hereinafter in effect (collectively, a fraction “Bankruptcy Proceeding”); or (3) Borrower or Guarantor or any officer or director thereof shall collude with, or otherwise assist any party in connection with any such filing in a Bankruptcy Proceeding or solicit or cause to be solicited petitioning creditors for any involuntary petition against Borrower or Guarantor in any such Bankruptcy Proceeding from any party. Guarantor acknowledges and agrees that the numerator guaranty under this Guaranty of which the Guarantied Obligations shall automatically become fully effective upon the occurrence of any Springing Recourse Event and no other documentation or notice shall be required to evidence the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentsame.

Guaranty. The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (a) Each Guarantor the "Guarantor"), hereby absolutely, unconditionally and irrevocably guarantees guaranties the punctual prompt payment as and performance, when due, whether at stated maturity, by acceleration or otherwise, due of all Obligations (as defined present and future obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the Credit Agreement), whether absolute or contingent and whether for principal, interest State of Delaware ("THE GUARANTEED SUBSIDIARY") including, without limitation, interest that but any obligation in any capacity under, in connection with or ancillary to, contracts of insurance or reinsurance, contracts for the existence borrowed money and other evidences of a bankruptcyindebtedness of any party, reorganization or similar proceeding would accrue)however characterized, feessecurities transactions, amounts required to be provided as collateralderivative, indemnitiessecuritization and alternative risk transfer transactions, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that obligation in the event a payment shall be made on nature of credit extension, credit enhancement or contractual support, and any date obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, Guarantor's obligations under this Guaranty may be evidenced by any Guarantor and governed in accordance with the terms of a subguaranty (the “Funding Guarantor”a "Subguaranty"), each other Guarantor (each substantially in the form attached hereto. This Guaranty constitutes a “Contributing Guarantor”) shall indemnify the Funding Guarantor guaranty of payment when due and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may be made in an amount equal writing addressed to the amount Chief Financial Officer of such paymentthe Guarantor. Notwithstanding any reference to any obligation of THE GUARANTEED SUBSIDIARY, the Guarantor's obligations under this Guaranty are its absolute and independent obligations as a primary obligor and are in each case multiplied by a fraction particular not dependent in any way on the numerator validity or enforceability of which and are not subject to any defense or excuse otherwise available under the guaranteed obligations of THE GUARANTEED SUBSIDIARY (but no payment hereunder shall be required unless the net worth guaranteed obligations are due and payable in accordance with their terms) and the Guaranty thereby constitutes and is intended by the parties to constitute a non-accessory undertaking ("nicht akzessorische Verpflichtung") within the meaning of Art. I I I of the Contributing Swiss Code of Obligations ("CO") and not a mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth to any beneficiary of the Funding amount due under the Guarantee, the Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor the beneficiary against THE GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such paymentpayment or subrogation unless and until all the obligations of THE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. The Guarantor, and the signatories hereto acting jointly, hereby (i) authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, and to conclusively confirm its applicability to any transaction or obligation, to such persons as it deems necessary or advisable, including, without limitation, any counterparty to any transaction and any rating agency engaged in providing a rating of THE GUARANTEED SUBSIDIARY or any of its obligations or of any product offered or in any manner contractually supported by THE GUARANTEED SUBSIDIARY and (ii) (a) authorize any one of the Chief Executive Officer, the Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by THE GUARANTEED SUBSIDIARY, and (b) authorize either such Member of the Executive Board or THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be construed in accordance with Swiss law. Exclusive place of jurisdiction for any legal proceeding hereunder shall be Zurich, Switzerland.

Guaranty. The Guarantors jointly and severally irrevocably and unconditionally guarantee (a) Each Guarantor hereby absolutelyin the case of each Guarantor, unconditionally other than with respect to such Guarantor’s own Guaranteed Obligations), as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment and performance, in full of all Guaranteed Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by acceleration acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guaranteed Obligations” is used herein in its most comprehensive sense and includes any and all Secured Obligations of any of the Loan Parties now or hereafter made, of all Obligations (as defined in the Credit Agreement)incurred or created, whether absolute or contingent contingent, liquidated or unliquidated, whether due or not due, and whether for principal, interest (including, without limitation, interest however arising. Each Guarantor acknowledges that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality it is an Affiliate of the foregoing, each Guarantor’s liability shall extend Borrower and will derive substantial benefits from the extension of credit to all amounts that constitute part the Borrower pursuant to the Credit Agreement. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, winding-up, examinership, suspension of payments, a moratorium of any indebtedness, dissolution, administration or arrangement of any Guarantee Party (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of each Guarantor and would the Agent that the Guaranteed Obligations should be owed determined without regard to any rule of law or order that may relieve any Guarantee Party of any portion of such Guaranteed Obligations. In the event that all or any portion of the Guaranteed Obligations is paid by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the GuarantorsGuarantee Parties, the Guarantors agree obligations of each Guarantor hereunder that is a Guarantee Party immediately prior to any such payment shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Agent or any other Secured Party as a payment preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall be made on constitute Guaranteed Obligations. Subject to the other provisions of this Section 1, upon the failure of any date under this Guaranty by Guarantee Party to pay any Guarantor (of the “Funding Guarantor”)Guaranteed Obligations when and as the same shall become due, each other Guarantor (each a “Contributing Guarantor”) shall indemnify will promptly pay, or cause to be paid, in cash, to the Funding Guarantor in Agent for the ratable benefit of the Secured Parties, an aggregate amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth aggregate of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentunpaid Guaranteed Obligations.

Guaranty. (a) Each Guarantor The Guarantors hereby absolutely, jointly and severally unconditionally and irrevocably guarantees guarantee the punctual full and prompt payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Lender or any Affiliate of all a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations (as defined in such Lender is a party to the Credit Agreement), whether absolute or contingent (c) any and whether for principal, interest all reasonable out-of-pocket expenses (including, without limitation, interest 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 existence operation of a bankruptcyany provision of Debtor Relief Laws, reorganization or similar proceeding would accrue)and all present and future accrued and unpaid interest, feesincluding, amounts required to be provided as collateralwithout limitation, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by post-petition interest if the Borrower or any Material Domestic Subsidiary 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 Secured Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors' receipt of notice from the Administrative Agent of the Borrower's failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any Lender under the Credit Documents but for the fact that they are unenforceable state or not allowable due to insolvency or the existence of a federal bankruptcy, insolvency, reorganization or similar proceeding involving other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, "Fraudulent Transfer Laws"), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower or any Material Domestic Subsidiary of to the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree extent that in the event a payment shall such Indebtedness would be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of such payment, in each case multiplied by a fraction Guarantor (as determined under the numerator of which shall be the net worth of the Contributing Guarantor as applicable provisions of such date and the denominator Fraudulent Transfer Laws) of which shall be the aggregate net Exhibit C – Form any rights of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of subrogation, contribution, reimbursement, indemnity or similar rights held by such date. Any Contributing Guarantor making any payment to a Funding 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 2(b) shall 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 subrogated automatically limited and reduced to the rights of such Funding Guarantor highest amount that is valid and enforceable and not subordinated to the extent claims of other creditors as determined in such paymentaction or proceeding.

Guaranty. For value received and in consideration of any loan, advance, letter of credit or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to any one or more of Borrowers (aas defined below) Each by any or all of the Secured Creditors (as defined below), pursuant to the Credit Agreement dated as of the Effective Date (the “Credit Agreement”), by and among Borrowers, the Lenders party thereto, Fifth Third Bank, an Ohio banking corporation, in its capacity as Agent for the LC Issuer and the Lenders (in such capacity, “Agent”) and as LC Issuer thereunder (Agent, the LC Issuer and the Lenders are, collectively, the “Secured Creditors” and each, individually, a “Secured Creditor”), each Guarantor hereby absolutely, unconditionally irrevocably, unconditionally, and irrevocably jointly and severally guarantees to each Secured Creditor the punctual full and prompt payment and performanceperformance when due of (i) the principal of, when dueall interest on, and all fees in respect of, all of the Loans, (ii) the Letter of Credit Obligations and all fees in respect thereof, and (iii) any and all other Obligations, whether at stated maturityall 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 acceleration reason of an extension of credit, opening of a letter of credit, loan or otherwiseguarantee or in any other manner (all of the indebtedness, of all Obligations (as defined liabilities and obligations described in the Credit Agreementforegoing clauses (i), whether absolute or contingent (ii) and whether for principal(iii) of this Section 1.1 which are outstanding from time to time are, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting Each Guarantor hereby absolutely, irrevocably, unconditionally, and jointly and severally guarantees to each Secured Creditor the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part full and prompt payment and performance of the Guaranteed Obligations and would be owed by the Borrower or when any Material Domestic Subsidiary of the Borrower Guaranteed Obligations are due under the terms of the Credit Agreement or the other Loan Documents, including upon the occurrence and during the continuance of an Event of Default beyond any applicable grace period (and which has not been waived in writing by, or cured to the Secured Parties written satisfaction of, Agent in accordance with the Credit Agreement), by reason of the maturity or acceleration of any Lender of the Guaranteed Obligations, on the demand for cash collateral for the Letter of Credit Obligations, on the occurrence of a default under the Credit Documents but for terms of this Guaranty, or otherwise, and at any times after the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowerdate when due. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor hereby absolutelyGuarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and irrevocably guarantees not merely as surety to the punctual Creditors the full and prompt payment and performance, when due, due (whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, as applicable) of all Obligations of the Borrowers and each Guarantor (other than such Guarantor’s own Obligations) (the “Guaranteed Obligations”). Each party hereto understands, agrees and confirms that, if any or all of the Guaranteed Obligations becomes due and payable, subject to the expiration of any applicable grace or cure period expressly set forth in the Credit Agreement, the Administrative Agent for the benefit of the Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor (as defined in the Credit Agreement)) or any Borrower, whether absolute and such Guarantor agrees to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Creditors, on demand. Each Guarantor further agrees that the due and punctual payment of the Obligations of any Borrower may be extended or contingent and whether for principalrenewed, interest (includingin whole or in part, without limitationnotice to or further assent from it, interest and that but for the existence it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. This Guaranty is a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality guaranty of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part payment and not of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowercollection. (b) In order to provide for just Additionally, each Guarantor, jointly and equitable contribution among severally, unconditionally, absolutely and irrevocably, guarantees the Guarantors, the Guarantors agree that in the event a payment shall be made on of any date under this Guaranty and all Guaranteed Obligations whether or not due or payable by any Guarantor Borrower upon the occurrence in respect of any Borrower of any of the events specified in Section 7(h) or (i) of the “Funding Guarantor”)Credit Agreement, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the amount Creditors, or order, following the occurrence in respect of such payment, in each case multiplied by a fraction the numerator any Borrower of which shall be the net worth any of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth events specified in Section 7(h) or (i) of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentCredit Agreement, on demand.

Guaranty. (a) Each Guarantor hereby absolutelyThe Borrower and each Guarantor, other than Subsidiaries that are Excluded Subsidiaries, severally, unconditionally and irrevocably guarantees (the undertaking by the Borrower and each Guarantor under this Article VIII being the “Guaranty”) the punctual payment and performance, when due, whether at stated maturityscheduled maturity or at a date fixed for prepayment or by acceleration, by acceleration demand or otherwise, of all of the Obligations (as defined including all Obligations under Secured Hedge Agreements but excluding all Excluded Swap Obligations) of each of the other Loan Parties and each Specified Hedge Agreement Subsidiaries now or hereafter existing under or in respect of the Credit Agreement), whether absolute or contingent and whether for principal, interest Loan Documents (including, without limitation, interest that but 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 the existence of a bankruptcyprincipal, reorganization or similar proceeding would accrue)interest, premium, fees, amounts required to be provided as collateralindemnification payments, indemnitiescontract causes of action, costs, expenses or otherwise (collectively, such Obligations being the “Guaranteed Obligations”; provided, that, endorsements of negotiable instruments for deposit or collection in the ordinary course of business are not Guaranteed Obligations for purposes of the foregoing Section 8.01), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any of the other Secured Parties solely in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Borrower’s and each Guarantor’s respective liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured other Loan Parties or any Lender Specified Hedge Agreement Subsidiary to the Administrative Agent or any of the other Secured Parties under or in respect of the Credit Loan Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowersuch other Loan Party. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the punctual payment Investor the full and performance, when due, whether at stated maturity, by acceleration or otherwise, timely performance and observance of all Obligations of the terms, covenants and conditions of the undertakings made by Lancaster pursuant to the Note Purchase Agreement (and the Note) as defined well as the undertakings of such parties (and those of CIIG Sponsor) in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise this Side Letter (collectively, the “Guaranteed Guarantied Obligations”). Without limiting This guaranty is an absolute and unconditional guaranty of payment and of performance. It shall be enforceable against Guarantor without the generality necessity for the commencement of any suit or proceeding on the Investor’s part of any kind or nature whatsoever against any other party and without the necessity of any notice of non-payment, non-performance or non-observance or any notice of acceptance of this guaranty or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that the validity of this guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the foregoing, each Guarantor’s liability shall extend assertion or the failure to all amounts that constitute part assert by the Investor against any other party of any of the Guaranteed Obligations and would be owed by rights or remedies reserved to the Borrower or any Material Domestic Subsidiary Investor pursuant to the provisions of the Borrower undertakings made in this Side Letter or pursuant to applicable law. Guarantor represents and warrants to the Secured Parties Investor that: (i) Guarantor represents and warrants that Guarantor has a direct or any Lender under indirect interest in the Credit Documents but for entities that are the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary subject matter of the Borrowertransactions and has determined that it is in the best interests of Guarantor to provide the Investor with this guaranty. (bii) In order to provide This guaranty constitutes the legal, valid and binding obligation of Guarantor, and is enforceable in accordance with its terms. (iii) No authorization, approval, consent or permission (governmental or otherwise) of any court, agency, commission or other authority or entity is required for just the due execution, delivery, performance or observance by Guarantor of this guaranty or for the payment of any sums hereunder. (iv) Neither the execution and equitable contribution among delivery of this guaranty, nor the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth consummation of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together transactions herein contemplated, nor compliance with the net worth terms and provisions hereof, conflict or will conflict with or result in a breach of any of the Funding terms, conditions or provisions of any order, writ, injunction or decree of any court or governmental authority or of any agreement or instrument to which Guarantor as is a party or by which he is bound, or constitutes or will constitute a default thereunder. (v) Guarantor is not entitled to immunity from judicial proceedings and agrees that, if the Investor brings any suit, action or proceeding in New York or any other jurisdiction to enforce any obligation or liability of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant arising, directly or indirectly, out of or relating to this Section 2(b) shall guaranty, no immunity from such suit, action or proceeding will be subrogated to the rights claimed by or on behalf of such Funding Guarantor to the extent of such paymentGuarantor.

Guaranty. (a) Each Subject to the terms and provisions hereof, from and after the Effective Date through the Termination Date (as defined below), Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual timely and complete payment and performancein immediately available funds, when due, whether at stated maturity, by acceleration or otherwisewithout duplication, of all Obligations obligations of Obligors, as and when the same shall become due, (as defined in i) to Buyers pursuant to the Credit Agreement), whether absolute or contingent Agreement and whether for principal, interest (including, without limitation, interest that but for ii) to Buyer Indemnified Parties pursuant to Section 9.2(a) of the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise Agreement (collectively, the “Guaranteed Obligations”). Without limiting the generality This Guaranty shall constitute a continuing guarantee of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part payment of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary Obligations, but not of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowercollection. (b) In order Guarantor is liable for the timely and complete payment of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. Without waiving any of the Guarantor’s rights hereunder, this Guaranty is effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to provide for just which Guarantor may otherwise have been entitled under any suretyship Laws in effect from time to time in the State of New York. (c) No exculpatory language contained in any of the other Transaction Documents shall in any event or under any circumstances modify, qualify or affect the obligations and equitable contribution among liabilities of Guarantor hereunder, except to the Guarantorsextent expressly set forth herein. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor. It is the intent of the parties hereto that, subject to the terms of this Guaranty, including Section 2, (i) the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and (ii) so long as any portion of the Guaranteed Obligations shall remain outstanding, the Guarantors agree that obligations and liabilities of Guarantor hereunder shall not be discharged or released in the event a payment shall be made on any date under this Guaranty whole or in part, by any Guarantor act or occurrence (including the “Funding fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced) that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of Guarantor”), each other Guarantor . (each a “Contributing Guarantor”d) shall indemnify the Funding Guarantor Except as provided in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b2(a) shall be subrogated to the rights of such Funding Guarantor or to the extent of such paymentany set-off, offset, claim or defense expressly provided for in this Guaranty, the Guaranteed Obligations and the liabilities and obligations of Guarantor to Buyers hereunder shall not be reduced, discharged or released because or by reason of any existing or future set-off, offset, claim or defense of any kind or nature that any of the Obligors, Guarantor or any other Person has or may hereafter have against Buyers or against payment of the Guaranteed Obligations.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the punctual Lender, and its successors, endorsees, transferees and assigns, the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Company to the Lender under or in connection with the Letter Loan Agreement, and the other Loan Documents, including all Obligations unpaid principal of the Loan, all interest accrued thereon, all fees due under the Letter Loan Agreement and all other amounts payable by the Company to the Lender thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter 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 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 Guarantors in connection with this Guaranty (as defined in the Credit Agreementincluding any and all amounts due under Section 15), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required shall hereinafter be collectively referred to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations.”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the punctual Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Company to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all Obligations unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Company to the Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter 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 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 (as defined in including any and all amounts due under Section 10.04 of the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required shall hereinafter be collectively referred to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations.”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the punctual Agent and the Banks, and their respective successors, endorsees, transferees, assigns and Substitutes, the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent ) and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality performance of the foregoingindebtedness, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations liabilities and would be owed by the Borrower or any Material Domestic Subsidiary other obligations of the Borrower to the Secured Parties Agent and the Banks under or any Lender in connection with the Facility Agreement and the other Loan Documents, including all unpaid principal of the Advances, all interest accrued thereon, all fees due under the Credit Documents but for Facility Agreement and all other amounts payable by the fact that they Borrower to the Agent and the Banks thereunder or in connection therewith. The terms "indebtedness," "liabilities" and "obligations" are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, together with interest thereon at the contract rate (whether before or after the commencement of any Insolvency Proceeding with respect to the Borrower), and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or not allowable due to insolvency shall be an allowed or disallowed claim under the existence of a bankruptcyBankruptcy Code or other applicable law. The foregoing indebtedness, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary liabilities and other obligations of the Borrower. (b) In order , and all other indebtedness, liabilities and obligations to provide for just and equitable contribution among be paid or performed by the Guarantors, the Guarantors agree that Guarantor in the event a payment shall be made on any date under connection with this Guaranty by (including any Guarantor (the “Funding Guarantor”and all amounts due under Section 17), each other Guarantor (each a “Contributing Guarantor”) shall indemnify hereinafter be collectively referred to as the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment"Subject Obligations."

Guaranty. (a) Each The Guarantor hereby absolutelyabsolutely and unconditionally guarantees, unconditionally and irrevocably guarantees the punctual as a guarantee of payment and performancenot merely as a guarantee of collection, prompt payment when due, whether at stated maturity, by upon acceleration or otherwise, and at all times thereafter, of any and all 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, 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 October 11, 2011, 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, and the other Banks a party thereto (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms being used herein as therein defined unless otherwise defined herein) and all instruments, agreements and other documents of every kind and nature now or hereafter executed in connection with the Credit Agreement)Agreement (including all renewals, whether absolute extensions and modifications thereof and all costs, Attorney Costs and expenses incurred by the UK Administrative Agent or contingent and whether for principal, interest (including, without limitation, interest that but for any UK Bank in connection with the existence of a bankruptcy, reorganization collection or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise enforcement thereof) (collectively, the “Guaranteed Obligations”). Without limiting The UK Administrative Agent’s and each UK Bank’s books and records showing the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part amount of the Guaranteed Obligations shall be binding upon the Guarantor and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but conclusive absent manifest error for the fact that they are unenforceable or not allowable due to insolvency or the existence purpose of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to establishing the amount of such paymentthe Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, in each case multiplied by a fraction the numerator of which shall be the net worth validity, regularity or enforceability of the Contributing Guarantor as Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of such date and any collateral therefor, or by any fact or circumstance relating to the denominator of Guaranteed Obligations which shall be might otherwise constitute a defense to the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth obligations of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to under this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentGuaranty.

Guaranty. 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 one or more of ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (a) Each “EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE”), VERTTERRE CORPORATION, a New Mexico corporation (“Vertterre”),or any other Borrower from time to time party to the Loan Agreement (EQMI, EQE, and Vertterre, together with each other Borrower from time to time party to the Loan Agreement, each a “Borrower” and collectively, the “Borrowers”), Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank: (i) the full and irrevocably guarantees prompt payment when due of the punctual principal of, all interest on, and all fees in respect of, all of the Loans and Letter of Credit Obligations and (ii) the full and prompt payment and performance, when dueperformance of any and all other Obligations, whether at stated maturityall 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 acceleration reason of an extension of credit, opening of a letter of credit, loan, guarantee, rate management obligation or otherwisein any other manner (all of the indebtedness, of all Obligations (as defined liabilities and obligations described in the Credit Agreement), whether absolute or contingent foregoing clauses (i) and whether for principal, interest (including, without limitation, interest that but for the existence ii) of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required this Section 1.1 which are outstanding from time to be provided time are collectively referred to as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”); provided that, for the avoidance of doubt, in no event shall the Guaranteed Obligations guaranteed herein include any Excluded Swap Obligations, to the extent applicable in respect of Guarantor. Without limiting Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part full and prompt payment and performance of the Guaranteed Obligations and would be owed by the Borrower or when any Material Domestic Subsidiary of the Borrower to Guaranteed Obligations are due, including, without limitation, on the Secured Parties occurrence of an Event of Default, by reason of the maturity or acceleration of any Lender of the Guaranteed Obligations, on the occurrence of a default under the Credit Documents but for terms of this Guaranty, or otherwise, and at any times after the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowerdate when due. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor hereby absolutely, of the Guarantors unconditionally and irrevocably irrevocably, jointly and severally, guarantees to the punctual Administrative Agent, the Co-Lead Arrangers, the L/C Issuer and the Lenders, and their respective successors, endorsers, transferees and assigns (the “Guaranteed Persons”), the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) and performance of all indebtedness, liabilities and other obligations of Holdings to any Guaranteed Person, whether arising out of or in connection with this Agreement, any other Loan Document or otherwise, including all unpaid principal of the Loans, all Obligations (as defined L/C Obligations, all interest accrued thereon, all fees due under this Agreement and all other amounts payable by Holdings to any Guaranteed Person thereunder or in the Credit Agreement)connection therewith. The terms “indebtedness,”“liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent contingent, liquidated or unliquidated, determined or undetermined, and whether for principalrecovery upon such indebtedness, interest (includingliabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, without limitation, interest that but for the existence liabilities and other obligations of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required Holdings shall hereinafter be collectively referred to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the .” The Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents include interest which, but for the fact that they are unenforceable an Insolvency Proceeding, would have accrued on such Guaranteed Obligations, whether or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or claim is allowed against Holdings for such interest in any Material Domestic Subsidiary of the Borrowersuch Insolvency Proceeding. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor hereby absolutely, absolutely and unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration acceleration, or otherwise, of all Obligations indebtedness and obligations of Borrower now or later existing under the Note, the Deed of Trust, the other Security Documents, Loan Agreement and the other Loan Documents (as defined in the Credit Loan Agreement)) and the Environmental Indemnity, whether absolute or contingent and whether for principal, interest (interest, fees, expenses, or otherwise including, without limitation, interest that but for all real property taxes and assessments affecting the existence Property, all costs and expenses, including insurance premiums, of a bankruptcymaintaining in full force all policies of insurance required pursuant to the Deed of Trust, reorganization 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 similar proceeding would accrue)created, feeswith or without notice to Guarantor, amounts required 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 provided paid or performed by the Guarantor in connection with this Guaranty shall hereinafter be collectively referred to as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of .” Notwithstanding the foregoing, the liability of Guarantor under this Guaranty shall initially be limited to the principal amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00), subject to 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 this Guaranty shall extend to all amounts that constitute part be reduced by Seventy-Five Thousand and 00/100 Dollars ($75,000.00), effective on the first day of the Guaranteed Obligations 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 would Fourth Loan Years, the maximum principal amount of Guarantor’s liability under this Guaranty during the Fifth Loan Year will be owed by One Hundred Thousand and 00/100 Dollars ($100,000.00). In no event shall the Borrower or any Material Domestic Subsidiary maximum principal amount of Guarantor’s liability under this Guaranty during the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerFifth Loan Year be less than One Hundred Thousand and 00/100 Dollars ($100,000.00). (bii) In order to provide for just 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 equitable contribution among the GuarantorsFifth Loan Year, or if Borrower achieves a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the Guarantors agree 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 event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment$700,000, in each case multiplied by a fraction or more, then the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to Lender will release ▇▇▇▇▇▇▇ from further liability under this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentGuaranty.

Guaranty. The Guarantor hereby (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, performance when due, due (whether at stated maturity, by acceleration or otherwise, ) of all Obligations of the Indebtedness, and (as defined 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 Credit Loans), advances, debts, liabilities, obligations, covenants and duties owing by Borrower to TBCC of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, which may arise under, out of, or in 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 or not for the payment of money, whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, purchase, discount or otherwise), whether absolute or contingent contingent, due or to become due, now due or hereafter arising and whether for principal, interest (includinghowever acquired. The term "Indebtedness" includes, without limitation, all interest that but for the existence of a bankruptcy(including interest accruing on or after an Insolvency Event, reorganization whether or similar proceeding would accruenot an allowed claim), charges, expenses, commitment, facility, closing and collateral management fees, amounts required letter of credit fees, reasonable attorneys' fees, and any other sum properly chargeable to be provided as collateral, indemnities, expenses or otherwise (collectivelyBorrower under the Loan Agreement, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower other Loan Documents or any Material Domestic Subsidiary of other agreement executed in connection herewith or therewith. (Capitalized terms used in this Guaranty, which are not defined, shall have the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that meanings set forth in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”Loan Agreement.), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) This is a Guaranty of payment and performance, and not of collection. Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement)Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”), provided that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by (i) the Borrower or any Material Domestic Subsidiary of the Borrower its Subsidiaries to the Secured Parties Administrative Agent, the Issuing Lender or any Lender under the Credit Documents Loan Documents, (ii) the Borrower or any of its Subsidiaries to a Swap Counterparty under Hedge Contracts to the extent that such amount owed constitutes Lender Hedging Obligations and (iii) the Borrower or any of its Subsidiaries to a Banking Service Provider providing any Banking Services to the Loan Parties, in each case, but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowersuch other Subsidiary. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor The Guarantors each hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees guarantee for the punctual Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) and performance of the Obligations and any indebtedness, liabilities and other obligations of each Borrower to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Notes and the other Loan Documents, including all Obligations unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “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 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 Obligations, indebtedness, liabilities and other obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (as defined in the Credit Agreementincluding any and all amounts due under Section 14), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required shall hereinafter be collectively referred to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor The Guarantors hereby absolutely, jointly and severally unconditionally and irrevocably guarantees guarantee the punctual full and prompt payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of, and the performance of, (as defined in a) the Credit Agreement)Obligations, whether absolute now or contingent hereafter existing and whether for principal, interest interest, fees, expenses or otherwise, (b) any and all reasonable out-of-pocket expenses (including, without limitation, interest 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 (c) all present and future amounts that would become due but for the existence operation of a any provision of the United States Bankruptcy Code or other bankruptcy, insolvency, reorganization or similar proceeding would accruelaws of the United States or other applicable jurisdiction (“Debtor Relief Laws”), feesand all present and future accrued and unpaid interest, amounts required including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to be provided any Debtor Relief Laws (the items set forth in clauses (a), (b) and (c) immediately above being herein referred to as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Guarantied Obligations”). Without limiting This Guaranty is an absolute guaranty of payment and performance and not a guaranty of collection, meaning that it is not necessary for the generality Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the foregoingGuarantied Obligations, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower institute suit or exhaust any rights against Borrower, any Guarantor or any Material Domestic Subsidiary of the Borrower other Person, or to enforce any rights against any collateral. Notwithstanding anything herein or in any other Loan Document to the Secured Parties contrary, in any action or proceeding involving any state corporate law, or any Lender under the Credit Documents but for the fact that they are unenforceable state or not allowable due to insolvency or the existence of a federal bankruptcy, insolvency, reorganization or similar proceeding involving other law affecting the Borrower rights of creditors generally, if the obligations of any Guarantor under this Section 1 would otherwise, taking into account the provisions of Section 11 hereof, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any Material Domestic Subsidiary other creditors, on account of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date amount of its liability under this Guaranty by any Guarantor (the “Funding Guarantor”)Section 1, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to then the amount of such paymentliability shall, in each case multiplied without any further action by a fraction such Guarantor, any Lender, the numerator of which shall Administrative Agent or any other Person, be the net worth of the Contributing Guarantor as of such date automatically limited and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated reduced to the rights of such Funding Guarantor highest amount that is valid and enforceable and not subordinated to the extent claims of other creditors as determined in such paymentaction or proceeding.

Guaranty. (a) Each Guarantor In consideration of the execution and delivery by the Lenders of the Loan Agreement and as a condition precedent to the making of loans and other financial accommodations to the Borrowers by the Lenders thereunder, the Guarantor, as primary obligor and not as surety merely, hereby absolutely, guarantees absolutely and unconditionally to the Agent and irrevocably guarantees the Lenders the due and punctual payment and performancepayment, when dueand as due (whether upon demand, whether at stated maturity, by reason of acceleration or otherwise), and performance of all Obligations Secured Obligations, whether now existing or hereafter arising (hereinafter referred to as defined in the Credit Agreement"Guaranteed Obligations"), whether absolute or contingent and whether for principal, interest agrees to pay any and all expenses (including, without limitationbut not limited to, interest that but reasonable legal fees and disbursements) which may be incurred by the Agent or any Lender in enforcing their respective rights under this Guaranty. The liability of the Guarantor under this Guaranty is primary, unlimited and unconditional, and shall be enforceable before, concurrently or after any claim or demand is made or suit is filed against any Borrower or any other Obligor and before, 10 concurrently or after any proceeding by the Agent against any Collateral or other security for the existence Guaranteed Obligations and shall be effective regardless of a bankruptcy, reorganization the solvency or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses insolvency of any Borrower or otherwise (collectivelyany other Obligor at any time, the “Guaranteed Obligations”). Without limiting the generality extension or modification of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part any of the Guaranteed Obligations and would be owed by operation of law or the subsequent reorganization, merger or consolidation of any Borrower or any Material Domestic Subsidiary change in its composition, nature, ownership, personnel or location, and this Guaranty shall be a continuing guaranty of any and all notes given in extension or renewal of the Borrower Guaranteed Obligations. The Guarantor acknowledges, agrees and confirms that this is a guaranty of payment and not of collection only and that demand for payment may be made hereunder on any number of occasions in the amount of all or any portion of the Guaranteed Obligations then due and no single demand shall exhaust the rights of the Agent or the Lenders hereunder. Further, the Guarantor hereby agrees that all proceeds of Collateral owned by it shall be applied to the Secured Parties or any Lender under Obligations on a daily basis as and when received by the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that Agent as provided in the event a payment shall be made on any date under this Guaranty Loan Agreement as fully as if such Collateral and proceeds were owned by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentBorrowers.

Guaranty. (a) Each Guarantor, jointly and severally with each other Guarantor hereby absolutelyunder this Guaranty, irrevocably and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, the due and punctual payment and performance, in full of all Guaranteed Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by acceleration acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guaranteed Obligations” means any and all Obligations (as defined in of any of the Credit Agreement)Loan Parties now or hereafter made, whether absolute incurred or contingent and created, whether for principal, interest (including, without limitation, including any interest that but accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums (including the Prepayment Premium), fees (including the fees provided for in the existence Fee Letters), Credit Party Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), or otherwise, and any and all expenses (including reasonable counsel fees and expenses) incurred by Agent or any of the other Credit Parties in enforcing any rights under any of the Loan Documents, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising. Each Guarantor acknowledges that a portion of the Loans and other extensions of credit may be advanced to it and that the Guaranteed Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, reorganization insolvency, receivership, reorganization, liquidation or similar proceeding would accrue)arrangement of any Guarantee Party (or, fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality if interest on any portion of the foregoingObligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Obligations if said proceeding had not been commenced) shall be included in the Obligations because it is the intention of each Guarantor’s liability shall extend Guarantor and Agent that the Obligations should be determined without regard to any rule of law or order that may relieve any Guarantee Party of any portion of such Obligations. In the event that all amounts that constitute part or any portion of the Guaranteed Obligations and would be owed is paid by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the GuarantorsGuarantee Parties, the Guarantors agree obligations of each Guarantor hereunder that is a Guarantee Party at such time of payment shall continue and remain in full force and effect or be reinstated (including after the Termination Date), as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Agent or any other Credit Party as a payment preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall be made on any date constitute Guaranteed Obligations. The obligations of each Guarantor under this Guaranty by paragraph shall survive termination of this Guaranty. Subject to the other provisions of this Section 1, upon the failure of any Guarantor (Guarantee Party to pay any of the “Funding Guarantor”)Guaranteed Obligations when and as the same shall become due, each other Guarantor will promptly upon written demand by the Agent (each a “Contributing provided that any failure to give such written demand shall in no way limit any Guarantor”’s obligations or the Agent’s rights, powers and remedies hereunder) shall indemnify pay, or cause to be paid, in cash, to Agent for the Funding Guarantor in ratable benefit of Credit Parties, an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth aggregate of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentunpaid Guaranteed Obligations.

Guaranty. (a) Each Guarantor Guarantor, regardless of any percentage of ownership or interest -------- in Borrower by Guarantor, if any, hereby absolutely, continually, irrevocably, and unconditionally guarantees to Bank the full and irrevocably guarantees the punctual prompt payment and performance, when due, whether at stated a maturity, by acceleration acceleration, or otherwiseotherwise (check appropriate provision): [X] the full amount of all, or, [ ] to the amount of (_________)Dollars, of all Obligations (as defined in the Credit Agreement)-------------------------------------- indebtedness, liabilities and obligations of Borrower to Bank of every kind and nature, whether absolute or contingent or not, due or to become due, primary or secondary, now existing or hereafter arising, secured or unsecured created directly or acquired indirectly, and whether for principalhowever evidenced by any instrument(s) that create(s) or constitute(s) obligation(s) of Borrower to Bank, AND IN ADDITION, all interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), thereon and any fees, amounts required to be provided as collateralcosts, indemnities, and expenses or otherwise (collectivelyother amounts provided for under the documentation of such obligations, the “Guaranteed Obligations”). Without limiting the generality any renewals, extensions, modifications, and/or refinances thereof, and all reasonable fees, costs, and expenses of the foregoingBank's counsel, each Guarantor’s liability shall extend to all incurred in connection with any of the Obligations and/or the enforcement of this Guaranty, and any post-bankruptcy petition interest and attorney's fees and any other amounts that constitute which Borrower is prohibited or discharged from paying, or which do not otherwise accrue as part of the Guaranteed Obligations and would due to Borrower's discharge (all hereinafter the "Obligations"). Nothing in this Guaranty is intended to require nor should it be owed by construed to require the Borrower signature of the spouse of any Borrower, if any, in violation of Regulation B.12 CFR Part 202.7 in connection with this or any Material Domestic Subsidiary other indebtedness or Obligations of the Borrower to Bank. If limited to a stated amount above, Guarantor agrees: (a) that any payment made by Guarantor shall only be effective to reduce the Secured Parties or any Lender stated limit of liability if accompanied by a written transmittal document, received by Bank, advising that such payment is made under the Credit Documents but this Guaranty for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower.such purpose; and (b) In order to provide for just and equitable contribution among the Guarantorsthat Bank may create, the Guarantors agree that in the event a payment shall be made on renew, refinance, extend, modify or continue any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as Obligations in excess of such date said limit and may apply any sums received on the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth Obligations from any other source to payment of the Funding excess, without reducing the liability of Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymenthereunder.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether other than any thereof for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise which it is primarily liable (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower other Credit Party to the Secured Parties Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by any other Credit Party to a Swap Counterparty, Banking Services Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving any other Credit Party. Notwithstanding the Borrower or foregoing, the Guaranteed Obligations of any Material Domestic Subsidiary Guarantor shall not include the Excluded Swap Obligations of the Borrowersuch Guarantor. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. (c) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any liabilities of such Guarantor in respect of intercompany indebtedness to 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 (B) any liabilities of such Guarantor under this Guaranty; and (ii) 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 (including any such right of contribution under Section 2(b)).

Guaranty. In order to induce Lender to enter into the above Loan Agreement and make the Loan, Jubilant Life Sciences Holdings, Inc., a Delaware corporation (a) Each Guarantor “Guarantor”), hereby absolutelyguaranties the full, unconditionally prompt and irrevocably guarantees unconditional payment when due, of each and every liability and obligation of Borrower owing to the punctual payment and performanceto the Lender under this Loan Agreement and/or the Note, when and as the same shall become due, whether at the stated maturitymaturity date, by acceleration acceleration, on demand or otherwise, and the full, prompt, and unconditional performance of each and 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 the “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 a condition of payment 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 extent permitted by applicable law, 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 defined the Loan Obligations have been fully and indefeasibly been repaid to Lender, Guarantor hereby irrevocably and unconditionally waives and relinquishes any and all statutory, contractual, common law, equitable or other rights and claims the Guarantor may have against Borrower in connection with the Credit Agreement)Loan Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcyany claim (i) to seek reimbursement, reorganization contribution, indemnification, set-off or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses other recourse from or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the against Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together connection with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding by Guarantor pursuant to this Section 2(bGuaranty, or (ii) shall 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 the terms of this Loan Agreement or the Note, and no notice or demand on Guarantor shall entitle Guarantor to any other notice or demand in the same, similar or any other circumstances. Borrower and Lender may renew, extend, change or modify the time, manner, place or terms of payment, performance or observance of any or all of the Loan Obligations and settle or compromise any or all of such Funding 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 right of the 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 Guarantor was a party to the extent Loan Agreement as Borrower. For the avoidance of such payment.doubt, any capitalized term used in this Guaranty that is not otherwise defined in this Guaranty shall have the meaning ascribed to it in the above Loan Agreement. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: TREASURER Date: November 23, 2011

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably absolutely guarantees to each Guaranteed Party the due and punctual payment payment, performance and performance, when due, discharge (whether at upon stated maturity, by demand, acceleration or otherwise, otherwise in accordance with the terms thereof) of all Obligations (as defined in of the Credit Agreement)Obligations, whether direct or indirect, absolute or contingent 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, and howsoever evidenced, whether created directly to or acquired by assignment or otherwise by any Guaranteed Party, and whether for principalBorrower may be liable individually or jointly with others, interest (includingand regardless of whether recovery upon any of such Obligations becomes barred by any statute of limitations, without limitation, interest that but for the existence of a bankruptcy, reorganization is void or similar proceeding would accrue), fees, amounts required voidable under any law relating to be provided as collateral, indemnities, expenses fraudulent obligations or otherwise or is or becomes invalid or unenforceable for any other reason (collectively, all of the “Obligations being jointly referred to herein as the "Guaranteed Obligations”"). Without limiting the generality of the foregoing, each Guarantor’s liability the term "Guaranteed Obligations" as used herein shall extend include all debts, liabilities and obligations incurred by Borrower to all amounts that constitute any of Guaranteed Parties in any bankruptcy case of Borrower and any interest, fees or other charges accrued in any such bankruptcy, whether or not any such interest, fees or other charges are recoverable from Borrower or its estate under 11 U.S.C. § 506. (b) No Guaranteed Party shall be under any obligation to marshal any assets in favor of Guarantor or in payment of any of the Guaranteed Obligations. If and to the extent any Guaranteed Party receives any payment on account of any of the Guaranteed Obligations (whether from Borrower, Guarantor or a third party obligor or from the sale or other disposition of any Collateral) and such payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any state, federal or foreign bankruptcy or other insolvency law, common law or equitable cause, then the part of the Guaranteed Obligations intended to be satisfied shall be revived and would be owed by the Borrower or any Material Domestic Subsidiary continued in full force and effect as if said payment had not been made. The foregoing provisions of this paragraph shall survive payment in full of the Obligations and the termination of this Guaranty. (c) Guaranteed Parties shall have the right to seek recourse against Guarantor to the full extent provided for herein and against Borrower to the Secured full extent provided for in any of the Loan Documents. No election to proceed in one form of action or proceeding, or against any Person, or on any obligation, shall constitute a waiver of any Guaranteed Party's right to proceed in any other form of action or proceeding or against any other Person unless such Guaranteed Party has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by Guaranteed Parties against Borrower under the Loan Documents or any Lender under other instrument or agreement evidencing or securing Guaranteed Obligations shall serve to diminish the Credit Documents but liability of Guarantor for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary balance of the BorrowerGuaranteed Obligations. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. Subject to the terms and conditions set forth herein, the Guarantor absolutely and unconditionally guarantees to the Administrative Agent and the Lenders and their successors, endorsees and assigns, the prompt payment when due of all interest accruing on the unpaid principal amount of the Loan (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees including interest accruing before or after maturity or acceleration of the punctual payment and performance, when dueLoan or before or after the commencement of any bankruptcy or insolvency proceeding by or against the Borrower, whether or not allowed in such proceeding) (collectively, the “Interest Guaranteed Obligations”); provided, however, the Interest Guaranteed Obligations shall exclude (w) interest accruing at stated maturitythe Default Rate (for the avoidance of doubt, by acceleration the foregoing exclusion shall not limit or otherwise, of all restrict ny-1975336 the Guarantor’s obligations hereunder to pay the Default Rate Guaranteed Obligations (as defined in the Credit Agreementbelow)), whether absolute (x) interest accruing on any protective advances made by the Administrative Agent or contingent and whether for principal, interest any Lender or any other increases or additions to the Loan (including, without limitation, interest pursuant to Section 11.3 of the Loan Agreement) not expressly requested by the Borrower and memorialized in an amendment to the Loan Agreement (and the term “unpaid principal amount” as used in this paragraph and the final paragraph of this Section 1 shall exclude any protective advances, increases or additions), (y) amounts owing under Section 2.8 of the Loan Agreement, and (z) amounts owing under Section 2.9 of the Loan Agreement (except to the extent amounts owing under Section 2.9 of the Loan Agreement are owing on account of Eurodollar Borrowings having an Interest Period of greater than one month, which such amounts shall be deemed Interest Guaranteed Obligations). The Guarantor acknowledges that but one or more demands for payment may be made under this Guaranty. Notwithstanding anything to the contrary set forth herein, the Guarantor shall only be liable for the existence Interest Guaranteed Obligations that accrue or are incurred prior to the earliest of (a) repayment in full of the Loan and all other sums due in connection therewith, (b) completion of a bankruptcyforeclosure of the Mortgage with respect to the Mortgaged Property, reorganization and (c) the date the Borrower has made a Valid Tender (as defined below) to the Administrative Agent, or similar proceeding would accrueits successor or assignee, or nominee or designee of any of the foregoing (the Administrative Agent or such successor, assignee, nominee or designee, a “Successor Owner”) of an assignment and conveyance of the Mortgaged Property (the “Property Conveyance”). The Guarantor shall cause the Borrower to provide the Administrative Agent with a minimum of forty-five (45) calendar days’ notice (the “Tender Notice”) of its intention to so tender the Property Conveyance to a Successor Owner and no tender of a Property Conveyance shall be a Valid Tender unless, in addition to the full satisfaction of the other conditions set forth in the remainder of this Section 1, such Tender Notice has been given; provided, however, (i) except as provided in the immediately following subclause (ii), feesno Tender Notice may be provided hereunder until the occurrence of an Event of Default that is continuing at the time the Tender Notice is provided, amounts and (ii) if no Event of Default shall then be continuing, a Tender Notice may be provided not more than one hundred and twenty (120) days prior to the Maturity Date, provided that a Valid Tender pursuant to such Tender Notice shall not occur prior to the later of (x) the forty-fifth (45th) day after delivery of such Tender Notice and (y) the occurrence of an Event of Default on the Maturity Date by reason of the Borrower’s failure to repay the outstanding principal of the Loan on the Maturity Date. For clarity, the Borrower shall have the right to revoke a Tender Notice, provided that any subsequent Tender Notice provided after such revocation shall be irrevocable. The Administrative Agent shall reasonably cooperate with the Guarantor and the Borrower in a prompt and diligent manner regarding the Borrower’s satisfaction of the Tender Conditions (as defined below) that are expressly conditioned upon being satisfactory or acceptable to the Administrative Agent, including confirming whether any deliverables are satisfactory or acceptable as presented and, if not, providing explanations as to why any deliverable is not satisfactory or acceptable, provided that no such confirmation or explanation shall be required in order for the Borrower and the Guarantor to perform a Valid Tender hereunder if the relevant deliverable otherwise meets the standard of satisfaction or acceptance expressly required hereunder. Furthermore, following the delivery of a Tender Notice permitted to be provided as collateral, indemnities, expenses or otherwise (collectivelydelivered hereunder, the “Guaranteed Obligations”)Borrower from time to time may certify to the Administrative Agent in writing that the Borrower, to the best of its actual knowledge, has satisfied all of the Tender Conditions, or one or more specified Tender Conditions, and, concurrently with that certification or thereafter, request in writing for the Administrative Agent to confirm to the Borrower, in the Administrative Agent’s reasonable judgment based on its actual knowledge, that all of the Tender Conditions, or such specified Tender Conditions, have been satisfied, and the Administrative Agent shall so confirm to the Borrower reasonably promptly after receiving such written request unless the Administrative Agent believes in its reasonable judgment based on its actual knowledge that any such Tender Condition has not been satisfied, in which case, the Administrative Agent shall reasonably promptly after receiving such written request from the Borrower provide explanations as to why the Administrative Agent believes such Tender Condition has not been satisfied, provided that no such certification or request from the Borrower, or response by the Administrative Agent to such certification or request, shall be required in order for the Borrower and the Guarantor to perform a Valid Tender hereunder if the Tender Conditions have otherwise been satisfied. Without limiting the generality Guarantor’s obligations hereunder to pay the Default Rate Guaranteed Obligations, upon the occurrence of any one of the foregoingevents described in clauses (a), each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among or (c), upon written request of the GuarantorsGuarantor, the Guarantors agree Administrative Agent shall confirm that in such event has occurred and that no further Interest Guaranteed Obligations accrue, but this shall not be a release of any accrued and unpaid Interest Guaranteed Obligations, nor shall the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth failure of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment Administrative Agent to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.so confirm ny-1975336

Guaranty. (a) Each Guarantor hereby absolutelyunconditionally guarantees and promises to pay to the Bank, unconditionally in accordance with the payment instructions contained in the Contract, on demand after the default by the Obligor in the performance of its payment obligations under the Contract, in lawful money of the United States, any and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in hereinafter defined) consisting of payments due to the Credit Agreement)Bank. For purposes of this Guaranty, whether absolute or contingent the term “Obligations” means and whether for principal, includes the obligations of the Obligor to reimburse to the Bank: (a) the amount of any draw on any letter of credit issued pursuant to the Contract and all interest accrued on such reimbursement obligation from the date of such reimbursement until the date paid and (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), b) reasonable fees, amounts required to be provided as collateral, indemnities, expenses or otherwise other amounts payable by the Obligor to the Bank under the Contract; provided, however, that with respect to the Obligations described in clause (collectivelyb), the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s aggregate liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowerexceed $250,000. (b) In order This Guaranty is absolute, unconditional, continuing and irrevocable, constitutes an independent guaranty of payment and is in no way conditioned on or contingent upon any attempt to provide for just and equitable contribution among enforce in whole or in part any of the GuarantorsObligor’s Obligations to the Bank, the Guarantors agree existence or continuance of the Obligor as a legal entity, the consolidation or merger of the Obligor with or into any other entity, the sale, lease or disposition by the Obligor of all or substantially all of its assets to any other entity, or the bankruptcy or insolvency of the Obligor, the admission by the Obligor of its inability to pay its debts as they mature, or the making by the Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors. If the Obligor fails to pay or perform any Obligations to the Bank that are subject to this Guaranty as and when they are due, the Guarantor shall forthwith pay to the Bank all such liabilities or obligations in immediately available funds. Each failure by the event Obligor to pay any Obligations shall give rise to a separate cause of action, and separate suits may be brought hereunder as each cause of action arises. (c) The Bank may at any time and from time to time, without the consent of or notice to the Guarantor, except such notice as may be required by applicable statute that cannot be waived, without incurring responsibility to the Guarantor, and without impairing or releasing the obligations of the Guarantor hereunder, (i) exercise or refrain from exercising any rights against the Obligor or others (including the Guarantor) or otherwise act or refrain from acting, (ii) settle or compromise any Obligations hereby guaranteed and/or any other obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to the Bank or others, and (iii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed. (d) The Bank may not, without the prior written consent of the Guarantor, (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) take and hold security or additional security for any or all of the obligations or liabilities covered by this Guaranty, or (iii) assign its rights and interests under this Guaranty, in whole or in part. (e) No invalidity, irregularity or unenforceability of the Obligations hereby guaranteed shall affect, impair, or be a defense to this Guaranty. This is a continuing Guaranty for which Guarantor receives continuing consideration and all obligations to which it applies or may apply under the terms hereof shall be made on any date under conclusively presumed to have been created in reliance hereon and this Guaranty by any Guarantor (is therefore irrevocable without the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth prior written consent of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentBank.

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

Guaranty. (a) Each Guarantor hereby absolutelyGuarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and irrevocably guarantees not merely as surety: to the punctual Secured Parties the full and prompt payment and performance, when due, due (whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, ) of (x) all Obligations and (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest y) all other obligations (including, without limitation, interest that obligations which, but for the existence automatic stay under Section 362(a) of the Bankruptcy Code of the United States, would become due), liabilities and indebtedness owing by the Borrowers to the Secured Parties under the Credit Agreement and each other Loan Document to which any Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including, without limitation, in each case any interest, fees or expenses accruing after the commencement of any bankruptcy, reorganization insolvency, receivership or similar proceeding would accrueat the rate provided for in the Credit Agreement, whether or not such interest, fees or expenses are an allowed claim in any such proceeding)), feeswhether now existing or hereafter incurred under, amounts required to be provided as collateralarising out of or in connection with each such Loan Document (all such principal, indemnitiespremium, expenses or otherwise interest, liabilities, indebtedness and obligations under this clause (collectivelya), being herein collectively called the “Guaranteed Obligations”). Without limiting Each Guarantor understands, agrees and confirms that the generality of Secured Parties may enforce this Guaranty up to the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor or any Borrower, or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and would be owed by performance and not of collection. For purposes of this Guaranty, the term “Guarantor” as applied to any Borrower or any Material Domestic Subsidiary of the Borrower other Guarantor shall refer to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the such Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each such other Guarantor (each as a “Contributing guarantor of indebtedness incurred by another Borrower, and not indebtedness directly incurred by such Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction its capacity as Borrower or otherwise. The following capitalized terms used herein shall have the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.definitions specified below:

Guaranty. (a) Each The Guarantor hereby absolutelyhereby, unconditionally irrevocably and irrevocably unconditionally, guarantees the punctual payment and performance, when due, in lawful money of the United States of America (the “Obligation Currency”), whether at stated maturity, by acceleration or otherwise, of the Loans and all other Obligations (as defined in owing by the Borrower to the Lenders and the Administrative Agent, or either of them, under the Loan Agreement, the Notes, and the other Credit Agreement)Documents, whether absolute including all renewals, extensions, modifications and refinancings thereof, now or contingent and hereafter owing, whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue)interest, fees, amounts required to be provided as collateralexpenses, indemnities, reimbursement obligations or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or otherwise the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”). Without limiting , including without limitation, all interest which, but for the generality filing of a petition in bankruptcy, would accrue on any principal portion of the foregoingGuaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guarantor’s liability shall extend Guaranteed Party will receive, after giving effect to all any Indemnified Taxes (as such term is defined in the Loan Agreement), the full amount, in the Obligation Currency, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Indemnified Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that constitute part 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 and would be owed by without proceeding against the Borrower Borrower, against any security for the Guaranteed Obligations, against any other Person or under any Material Domestic Subsidiary other guaranty covering any portion of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerGuaranteed Obligations. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Secured Cash Management Agreement or any Secured Hedge Agreement (as defined in the Credit Agreement)Loan Documents, whether absolute or contingent Secured Cash Management Agreements and whether for principalSecured Hedge Agreements, interest collectively, the “Secured Documents”) (including, without limitation, interest that but 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 the existence of a bankruptcyprincipal, reorganization or similar proceeding would accrue)interest, premium, fees, amounts required to be provided as collateralindemnities, indemnitiescontract causes of action, 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 enforcing any rights under this Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower any other Loan Party to any Secured Buccaneer Holdings Guaranty Party under or any Material Domestic Subsidiary in respect of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowersuch other Loan Party. (b) In order to provide for just The Guarantor, and equitable contribution among the Guarantorsby its acceptance of this Guaranty, the Guarantors Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of the Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantor hereby irrevocably agree that the Obligations of the Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) The Guarantor hereby unconditionally and irrevocably agrees that in the event a any payment shall be required to be made on to any date Secured Party under this Guaranty or the Subsidiary Guaranty or any other guaranty with respect to the Guaranteed Obligations, the Guarantor will contribute, to the maximum extent permitted by any Guarantor (the “Funding Guarantor”)applicable law, such amounts to each other Guarantor (each a “Contributing Guarantor”) shall indemnify guarantor so as to maximize the Funding Guarantor in an aggregate amount equal paid to the amount of such payment, Secured Parties under or in each case multiplied by a fraction the numerator of which shall be the net worth respect of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentSecured Documents.

Guaranty. (a) Each Guarantor hereby absolutelyGuarantor, unconditionally jointly and irrevocably severally, irrevocably, absolutely and un-conditionally guarantees as a primary obligor and not merely as surety to the punctual Lender Creditors the full payment and performance, when due, due (whether at stated maturity, by acceleration or otherwise, ) of all Obligations obligations, liabilities and indebtedness (as defined in the Credit Agreement)including, whether absolute or contingent and whether for without limitation, principal, premium, interest (including, without limitation, all interest that but for accrues after the existence commencement of a any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding would accrueof the Borrower or any Guarantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, amounts required to be provided as collateral, indemnitiescosts, expenses and indemnities) of the Borrower or otherwise such Guarantor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which the Borrower or such Guarantor is a party (collectivelyincluding, without limitation, all such obligations, liabilities and indebtedness of such Guarantor under this Guaranty) and the “due performance and compliance by the Borrower or such Guarantor with all of the terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness being herein collectively called the "Guaranteed Obligations”"). Without limiting Each Guarantor understands, agrees and confirms that the generality of Lender Creditors may enforce this Guaranty up to the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part full amount of the Guaranteed Obligations and would be owed by against such Guarantor without proceeding against any other Guarantor or the Borrower for the Guaranteed Obligations, or under any Material Domestic Subsidiary other guaranty covering all or a portion of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowercollection. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”)Additionally, each other Guarantor (each a “Contributing Guarantor”) shall indemnify , jointly and severally, unconditionally, absolutely and irrevocably, guarantees the Funding Guarantor payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence in an amount equal respect of the Borrower of any of the events specified in Section 10.05 of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the amount of such paymentLender Creditors, in each case multiplied by a fraction or to the numerator of which shall be the net worth order of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentLender Creditors, promptly after written demand.

Guaranty. (a) Each Guarantor hereby absolutelyGuarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and irrevocably guarantees not merely as surety to the Bank Creditors the full and punctual payment and performance, when due, due (whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, as applicable) of all Obligations of the Borrowers and each Guarantor (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectivelyother than such Guarantor’s own Obligations, the “Guaranteed Obligations”). Without limiting the generality of the foregoingEach party hereto understands, each Guarantor’s liability shall extend to agrees and confirms that, if any or all amounts that constitute part of the Guaranteed Obligations becomes due and would be owed by payable, subject to the Borrower expiration of any applicable grace or cure period expressly set forth in the Credit Agreement, the Administrative Agent for the benefit of the Bank Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor (as defined in the Credit Agreement) or any Material Domestic Subsidiary Borrower, and such G▇▇▇▇▇▇▇▇ agrees to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Borrower Administrative Agent and/or the other Bank Creditors to whom Guaranteed Obligations are owed on demand. Each Guarantor further agrees that the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary and punctual payment of the BorrowerObligations of any Borrower may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. This Guaranty is a guaranty of payment and not of collection. (b) In order to provide for just Additionally, each Guarantor, jointly and equitable contribution among severally, unconditionally, absolutely and irrevocably, guarantees the Guarantors, the Guarantors agree that in the event a payment shall be made on of any date under this Guaranty and all Guaranteed Obligations whether or not due or payable by any Guarantor Borrower upon the occurrence in respect of any Borrower of any of the events specified in Section 7(h) or (i) of the “Funding Guarantor”)Credit Agreement, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the amount Bank Creditors, or order, following the occurrence in respect of such payment, in each case multiplied by a fraction the numerator any Borrower of which shall be the net worth any of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth events specified in Section 7(h) or (i) of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentCredit Agreement, on demand.

Guaranty. (a) Each Guarantor hereby absolutelyirrevocably, absolutely and unconditionally guarantees to Lender the full and irrevocably guarantees the punctual prompt payment and performanceperformance of the Guaranteed Obligations, as and when duethe same shall be due and payable and as and when the same shall be required to be performed under the Loan Documents, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). Guarantor hereby irrevocably, absolutely and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. This Guaranty is a continuing guarantee of: (i) payment; and (ii) performance of any non-monetary Guaranteed Obligations, and is not a guaranty of collection. (b) Upon the occurrence, from time to time, of all Obligations (as defined any default by Borrower in the Credit Agreement)payment or performance of the Guaranteed Obligations, whether absolute or contingent any part thereof, when such Guaranteed Obligations are due to be paid or performed by Borrower and whether after the expiration of any applicable grace and notice period under the Loan Documents, Guarantor shall promptly pay or perform the Guaranteed Obligations then due in full, without notice or demand by Lender. In such case it shall not be necessary for principalLender, interest in order to enforce such payment by Guarantor, to first: (i) institute suit or exhaust its remedies against Borrower or any other Person; (ii) enforce any rights against any collateral for the Secured Debts; or (iii) demonstrate that Lender has currently suffered any loss or liability or that the collateral for the Secured Debts provides inadequate security for the Secured Debts. (c) Without limiting any other provision of this Guaranty, Guarantor acknowledges and agrees that, to the extent Lender realizes any proceeds under any Loan Documents which secure the Secured Debts including, without limitation, interest that but any voluntary payments or prepayments by Borrower or any other Loan Party on account of the Loan, insurance or condemnation proceeds, or proceeds from the sale at foreclosure of any collateral for the existence of a bankruptcySecured Debts. then such proceeds shall, reorganization to the extent not prohibited by applicable law, not be applied to or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of credited against the Guaranteed Obligations and would may be owed applied by the Borrower or any Material Domestic Subsidiary Lender to that portion of the Borrower to the Secured Parties or any Debts that are not Guaranteed Obligations in such order and priority as Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowershall determine in its sole discretion. (bd) In order If this Guaranty is executed by more than one party constituting Guarantor, it is specifically agreed that Lender may enforce the provisions hereof with respect to provide for just and equitable contribution among one or more of such parties constituting a Guarantor without seeking to enforce the Guarantors, same as to all or any such parties. Each of the Guarantors agree that parties constituting Guarantor hereunder hereby waives any requirement of joinder of all or any other of the parties constituting Guarantor in any suit or proceeding to enforce the event a payment provisions of this Guaranty. The liability hereunder of all parties constituting Guarantor shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date joint and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentseveral.

Guaranty. (a) Each Guarantor hereby absolutelyunconditionally guarantees and promises to pay to Executive, unconditionally 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 irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in hereinafter defined) consisting of payments due to Executive. For purposes of this Guaranty the Credit Agreementterm “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 terms of Section 2.3, 2.4, 3.1(a), whether absolute 3.1(b) or contingent 3.2 of the Contract (as such Obligations may become due subject to the provisions of the Contract, including all notice requirements and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accruecure provisions), including all interest, late fees, amounts required charges, expenses, attorneys’ fees and other professionals’ fees chargeable to be provided as collateralObligor or payable by Obligor thereunder and any costs of collection hereunder, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations including attorneys’ and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowerother professionals’ fees. (b) In order This Guaranty is absolute, unconditional, continuing and irrevocable and constitutes an independent guaranty of payment and not of collectibility (provided that it is subject to provide for just Obligor defaulting on any of the Obligations), and equitable contribution among the Guarantorsis 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 Guarantors agree that 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 event 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 or any part thereof to the payment of any obligations and liabilities which may be due to Executive or others, (iv) sell, exchange, release, surrender, realize upon or otherwise. deal with in any manner or in any order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed, (v) take and hold security or additional security for any or all of the obligations or liabilities covered by this Guaranty, and (vi) assign its rights and interests under this Guaranty, in whole or in part. (d) This is a payment continuing Guaranty for which Guarantor receives continuing consideration and all obligations to which it applies or may apply under the terms hereof shall be made on any date under conclusively presumed to have been created in reliance hereon and this Guaranty by is therefore irrevocable without the prior written consent of Executive. (e) Guarantor may bring action to enforce Executive’s obligations under the Contract if (i) any proceeding is brought against Guarantor to seek enforcement of this Guaranty or (the “Funding Guarantor”), each other ii) Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making makes any payment to a Funding Guarantor Executive pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentGuaranty.

Guaranty. (a) Each Guarantor hereby absolutely(which may include a Credit Party, unconditionally that was a borrower under the Existing Credit Agreement but which is now a Guarantor under this Agreement) hereby, jointly and irrevocably severally, guarantees to the punctual Administrative Agent, for the benefit of the Lender Group, the full and prompt payment and performanceof the Obligations, when dueincluding, whether at stated maturitywithout limitation, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, any interest therein (including, without limitation, interest that but as provided in this Agreement, accruing after the filing of a petition initiating any insolvency proceedings, whether or not such interest accrues or is recoverable against the Borrower after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), plus reasonable attorneys’ fees and expenses if the obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom. (b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Lender Group, or any of them, for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person now or hereafter responsible to the Lender Group, or any of them, for the existence Obligations or any part thereof, whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative and binding until the Obligations shall have been indefeasibly paid in full in cash (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and three percent (103%) of the Letter of Credit Obligations) and the Commitments shall have been terminated. (c) Each Guarantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, to the extent of its obligations hereunder, or a bankruptcy, reorganization or similar proceeding would accruedefense that such Guarantor’s liability is limited as provided in Section 3.1(g)), feesset-off, amounts required counterclaim or cross-claim of any nature whatsoever with respect to be provided as collateralthis Guaranty or the obligations of the Guarantors under this Guaranty or the obligations of any other Person or party (including, indemnitieswithout limitation, expenses the Borrower) relating to this Guaranty or the obligations of any of the Guarantors under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the Administrative Agent or any other member of the Lender Group to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors under this Guaranty. (collectivelyd) The Lender Group, or any of them, may from time to time, without exonerating or releasing any Guarantor in any way under this Guaranty, (i) take such further or other security or securities for the “Guaranteed Obligations”Obligations or any part thereof as they may deem proper, or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Lender Group, or any of them, or (iii) amend, modify, increase, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole and absolute discretion. Without limiting the generality of the foregoing, or of Section 3.1(e), it is understood that the Lender Group, or any of them, may, without exonerating or releasing any Guarantor, give up, modify or abstain from perfecting or taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient. (e) Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors and the Lender Group that the covenants, agreements and all liabilities and obligations of each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until the performance of and payment in full in cash of the Obligations (without possibility of recourse, whether by operation of law or otherwise) and the termination of the Commitments, such Guarantor’s liability undertakings hereunder shall extend to all amounts that constitute part not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Guaranteed Obligations and would be owed Lender Group, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Borrower Lender Group, or any Material Domestic Subsidiary of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings between the Borrower, on the one hand, and any member of the Borrower to Lender Group, on the Secured Parties other hand, or any Lender under the Credit Documents but for the fact that they are unenforceable other guarantor or not allowable due surety, and such Guarantor hereby expressly waives and surrenders any defense to insolvency or the existence of a bankruptcyits liability hereunder, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be deemed to have consented to, any of the Borrowerforegoing acts, omissions, things, agreements or waivers. (bf) In order The Lender Group, or any of them, may, without demand or notice of any kind upon or to provide for just any Guarantor, at any time or from time to time when any amount shall be due and equitable contribution among payable hereunder by any Guarantor, if the Guarantors, Borrower shall not have timely paid any of the Guarantors agree that Obligations (or in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”)case of Letter of Credit Obligations, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor secured through delivery of cash collateral in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth one hundred and three percent (103%) of the Contributing Guarantor as Letter of such date Credit Obligations), set-off and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth appropriate and apply to any portion of the Funding Obligations hereby guaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits, property, balances, credit accounts or moneys of any Guarantor as in the possession of such dateany member of the Lender Group or under their respective control for any purpose. Any Contributing If and to the extent that any Guarantor making makes any payment to a Funding Guarantor the Administrative Agent or any other Person pursuant to or in respect of this Section 2(b) Guaranty, any claim which such Guarantor may have against the Borrower by reason thereof shall be subrogated subject and subordinate to the prior payment in full in cash of the Obligations to the satisfaction of the Lender Group and the termination of the Commitments. (g) The creation or existence from time to time of Obligations in excess of the amount committed to or outstanding on the date of this Guaranty is hereby authorized, without notice to any Guarantor, and shall in no way impair or affect this Guaranty or the rights of the Lender Group herein. It is the intention of each Guarantor and the Administrative Agent that each Guarantor’s obligations hereunder shall be, but not in excess of, the Maximum Guaranteed Amount (as herein defined). The “Maximum Guaranteed Amount” with respect to any Guarantor, shall mean the maximum amount which could be paid by such Funding Guarantor without rendering this Guaranty void or voidable as would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to the extent insolvency of such paymentdebtors.

Guaranty. (a) Each Guarantor hereby absolutelyirrevocably, absolutely and unconditionally guarantees to Lender the full and irrevocably guarantees the punctual prompt payment and performanceperformance of the Guaranteed Obligations, as and when duethe same shall be due and payable and as and when the same shall be required to be performed under the Loan Documents, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). Guarantor hereby irrevocably, absolutely and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. This Guaranty is a continuing guarantee of: (i) payment; and (ii) performance of any non-monetary Guaranteed Obligations, and is not a guaranty of collection. (b) Upon the occurrence, from time to time, of all Obligations (as defined any default by Borrower in the Credit Agreement)payment or performance of the Guaranteed Obligations, whether absolute or contingent any part thereof, when such Guaranteed Obligations are due to be paid or performed by Borrower and whether after the expiration of any applicable grace and notice period under the Loan Documents, Guarantor shall promptly pay or perform the Guaranteed Obligations then due in full, without notice or demand by Lender. In such case it shall not be necessary for principalLender, interest in order to enforce such payment by Guarantor, to first: (i) institute suit or exhaust its remedies against Borrower or any other Person; (ii) enforce any rights against any collateral for the Secured Debts; or (iii) demonstrate that Lender has currently suffered any loss or liability or that the collateral for the Secured Debts provides inadequate security for the Secured Debts. (c) Without limiting any other provision of this Guaranty, Guarantor acknowledges and agrees that, to the extent Lender realizes any proceeds under any Loan Documents which secure the Secured Debts including, without limitation, interest that but any voluntary payments or prepayments by Borrower or any other Loan Party on account of the Loan, insurance or condemnation proceeds, or proceeds from the sale at foreclosure of any collateral for the existence of a bankruptcySecured Debts, reorganization then such proceeds shall, to the extent not prohibited by applicable law, not be applied to or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of r redited against the Guaranteed Obligations and would may be owed applied by the Borrower or any Material Domestic Subsidiary Lender to that portion of the Borrower to the Secured Parties or any Debts that are not Guaranteed Obligations in such order and priority as Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowershall determine in its sole discretion. (bd) In order If this Guaranty is executed by more than one party constituting Guarantor, it is specifically agreed that Lender may enforce the provisions hereof with respect to provide for just and equitable contribution among one or more of such parties constituting a Guarantor without seeking to enforce the Guarantors, same as to all or any such parties. Each of the Guarantors agree that parties constituting Guarantor hereunder hereby waives any requirement of joinder of all or any other of the parties constituting Guarantor in any suit or proceeding to enforce the event a payment provisions of this Guaranty. The liability hereunder of all parties constituting Guarantor shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date joint and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentseveral.

Guaranty. (a) Each Guarantor hereby absolutely, of the Guarantors unconditionally and irrevocably guarantees the due and punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part performance of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of such Guarantor. Each of the Borrower Guarantors further agrees that the Obligations included in such Guarantor's Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to the Secured Parties or further assent from such Guarantor, and that such Guarantor will remain bound upon this guaranty notwithstanding any Lender under the Credit Documents but for the fact that they are unenforceable extension or not allowable due to insolvency or the existence renewal of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowersuch Obligations. (b) In order to provide for just and equitable contribution among the Guarantors, Each of the Guarantors agree that in waives presentation to, demand for payment from and protest to any other Loan Party, and also waives notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by (i) the event a payment shall be made on failure of any date Agent, any Fronting Bank or any DIP Lender to assert any claim or demand or to enforce any right or remedy against any other Loan Party under this Guaranty by the provisions of any Guarantor Loan Document or otherwise; (the “Funding Guarantor”)ii) any extension or renewal of any provision thereof; (iii) any rescission, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount waiver, compromise, acceleration, amendment or modification of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth any of the Contributing Guarantor terms or provisions of any Loan Document (except as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent any of the foregoing explicitly related to the Obligations of such paymentGuarantor, in which case the Guaranty shall be modified accordingly); (iv) the release, exchange, waiver or foreclosure of any security for any of the Obligations of any Loan Party (except as and to the extent any of the foregoing explicitly related to the Obligations of such Guarantor, in which case the Guaranty shall be modified accordingly); (v) the failure of any Agent, the Fronting Bank or any DIP Lender to exercise any right or remedy against any other Loan Party; (vi) the release or substitution of any Loan Party; or (vii) any other event or condition which, but for the provisions hereof, would constitute a legal or equitable discharge of the obligations of such Guarantor hereunder. (c) Each of the Guarantors further agrees that this guaranty constitutes a guaranty of performance and of payment when due of the Guaranteed Obligations of such Guarantor and not just of collection, and waives any right to require that any resort be had by any Agent, any Fronting Bank or any DIP Lender to any security held for payment of such Guaranteed Obligations (or any other Obligations) or to any balance of any deposit, account or credit on the books of any Agent, any Fronting Bank or any DIP Lender in favor of any Loan Party or to any other Person. (d) Each of the Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of any other Loan Party and any circumstances affecting the ability of any other Loan Party to perform under any Loan Document. (e) Each Guarantor's guaranty hereunder shall not be affected by the genuineness, validity, regularity or enforceability of any of its Guaranteed Obligations (or any other Obligations) or any other instrument evidencing any Guaranteed Obligations (or any other Obligations), or by the existence, validity, enforceability, perfection, or extent of any Collateral therefor or by any other circumstance relating to its Guaranteed Obligations (or any other Obligations) that might otherwise constitute a defense to this guaranty. No Agent, Fronting Bank or DIP Lender makes any representation or warranty in respect to any such circumstances. (f) Upon any of the Obligations becoming due and payable (by acceleration or otherwise), the Agents, DIP Lenders and the Fronting Bank shall be entitled to immediate payment of such Obligations by each of the Guarantors whose Guaranteed Obligations include such Obligations, upon written demand by the Administrative Agent, without further application to or order of the Bankruptcy Court.

Guaranty. As an inducement to Seller to enter into this Agreement and in consideration thereof, Parent hereby irrevocably and unconditionally guarantees, as principal obligor, and not merely as surety, to Seller payment of Purchase Price at Closing (a) Each Guarantor hereby absolutely, unconditionally all such liabilities and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectivelyobligations, the “Guaranteed Obligations”), in each case to the same extent and on the same terms and conditions and subject to the same defenses as apply to such obligations by Buyer. Parent agrees that if Buyer fails to make any payment that is required to be made under this Agreement that is a Guaranteed Obligation when due, such amount shall for purposes hereof be deemed due and payable by Parent upon written notice from Seller to Parent demanding payment thereof. Without limiting the generality of the foregoing, each Guarantor’s Parent agrees that its obligations under this Section 6.15 are independent from those of Buyer and its liability shall extend to all amounts liabilities and obligations that constitute part of the Guaranteed Obligations, irrespective of whether any action is brought against Buyer or whether Buyer is joined in any such action or actions. The liability of Parent under this Section 6.15 for the Guaranteed Obligations shall be absolute and would be owed unconditional irrespective of, and Parent hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any lack of validity or enforceability of any Guaranteed Obligation, any liability or obligation guaranteed by the Borrower Guaranteed Obligations or any Material Domestic Subsidiary agreement, instrument or liability relating thereto. Parent hereby waives (a) notice of acceptance of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. guaranty described in this Section 6.15; (b) In order to provide for just presentment and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth demand of the Contributing Guarantor as Guaranteed Obligations; and (c) any right to require that any action be brought against Buyer or any other Person prior to any action against Parent under the terms of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentAgreement.

Guaranty. (a) Each For value received, Guarantor does hereby absolutelyunconditionally, unconditionally absolutely and irrevocably guarantees guarantee, as primary obligor and not as a surety, to Buyer the punctual full, complete and prompt payment by Seller of any and performanceall amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but compensation for penalties, the existence of a bankruptcyTermination Payment, reorganization indemnification payments or similar proceeding would accrueother damages), fees, amounts as and when required pursuant to be provided as collateral, indemnities, expenses or otherwise the terms of the PPA strictly in accordance therewith (collectively, the “Guaranteed ObligationsAmount”); provided that, other than with respect to the Enforcement Expenses, Guarantor’s aggregate liability hereunder shall in no circumstances exceed $180/kW (the “Guaranty Cap”). Without limiting the generality This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the foregoingfull and punctual payment and performance, each and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PPA, Guarantor shall promptly pay such amount as required herein. Guarantor further agrees to pay any and all expenses (including the reasonable fees and disbursements of counsel) that may be paid or incurred by Buyer in enforcing any rights with respect to, or collecting, any or all of the Guaranteed Amount and/or enforcing any rights with respect to, or collecting against, Guarantor 79169454.10 0081519-00016 under this Guaranty (any such expenses, the “Enforcement Expenses”); it being understood and agreed that the amount of any such Enforcement Expenses shall not be included in calculating Guarantor’s liability shall extend to all amounts that constitute part hereunder for purposes of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerGuaranty Cap. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. Subject to the terms and conditions hereof, including but not limited to Section 1.08 below, Cannae Holdings, Inc. (a) Each Guarantor the “Guarantor”), in consideration of the extension of loans and other credit accommodations, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby, absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturityby acceleration, by acceleration demand or otherwise, of all Obligations present and future obligations payable by Cannae Funding C, LLC, a wholly-owned subsidiary of the Guarantor (as defined in the Credit Agreement“Obligor 1”), whether absolute or contingent and whether for principalCannae Funding D, interest LLC, a wholly-owned subsidiary of the Guarantor (including“Obligor 2” and, without limitationtogether with Obligor 1, interest that but the “Obligors”), to the Administrative Agent, for the existence benefit of the Lenders on a bankruptcy, reorganization or similar proceeding would accruePro Rata Basis (the “Beneficiary”), feesunder the terms of that certain margin loan agreement, amounts required dated as of [ ] (the “Loan Agreement”), among the Obligors, Royal Bank of Canada, as administrative agent, Royal Bank of Canada, as calculation agent, and the lenders from time to be time party thereto and the Security Agreement, provided as collateral, indemnities, expenses or otherwise that such obligations become due and payable prior to the Guarantee Termination Date (collectivelysuch obligations, the “Guaranteed Obligations”). For the avoidance of doubt, amounts that may be paid-in-kind shall not be deemed due and payable until they are required to be paid in cash. Without limiting the generality of the foregoing, each Guarantor’s the liability of the Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed payable by either Obligor to the Borrower Beneficiary under or any Material Domestic Subsidiary in respect of the Borrower Margin Loan Documentation giving rise to such Guaranteed Obligations (collectively, the Secured Parties or any Lender under the Credit Documents “Guaranteed Documents”) but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary either Obligor. This Guaranty is a guaranty of the Borrowerpayment and not of collection. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees for the punctual Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent ) and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality performance of the foregoingindebtedness, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations liabilities and would be owed by the Borrower or any Material Domestic Subsidiary other obligations of the Borrower to the Secured Guaranteed Parties under or any Lender in connection with the Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Documents but for Agreement and all other amounts payable by the fact that they Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether now existing or hereafter 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 not allowable due to insolvency shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the existence of a bankruptcy, reorganization commencement by or similar proceeding involving against the Borrower or any Material Domestic Subsidiary 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 Borrower. (b) In order , and all other indebtedness, liabilities and obligations to provide for just and equitable contribution among be paid or performed by the Guarantors, the Guarantors agree that Guarantor in the event a payment shall be made on any date under connection with this Guaranty by (including any Guarantor (and all amounts due under Section 13), shall hereinafter be collectively referred to as the “Funding GuarantorGuaranteed Obligations.”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor does hereby absolutelyirrevocably, absolutely and unconditionally guaranty the prompt payment by Parent, as and irrevocably guarantees the punctual payment when due and performance, when due, payable (whether at stated maturity, by acceleration Scheduled Payment, acceleration, demand or otherwise), of all Obligations of the obligations (as defined in collectively, the Credit Agreement)“Obligations”) from time to time owing by Parent to the Buyer under the Debentures, whether absolute or contingent and whether for principal, interest (including, without limitation, all interest that but accrues after the commencement of any insolvency proceeding with respect to Parent, whether or not a claim for the existence of a bankruptcy, reorganization or similar proceeding would accruepost-filing interest is allowed in such proceeding), fees, amounts required commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to be provided the commencement of any insolvency proceeding with respect to Parent (notwithstanding the operation of the automatic stay under Section 362(a) of the US Bankruptcy Code), and the due performance and observance by Parent of its other Obligations now or hereafter existing in respect of the Debentures or any transaction documents executed in connection with the first closing or the second closing of the Securities Purchase Agreement, including, without limitation, the accrued but unpaid Liquidated Damages (as collateral, indemnities, expenses or otherwise defined in the Amended and Restated Investor Registration Rights Agreement) specified in Section 2(e) of the Amended and Restated Investor Registration Rights Agreement (collectively, the “Guaranteed Obligations”), (b) The Guarantor does hereby agrees to pay any and all expenses (including counsel fees and expenses) incurred by the Buyer in enforcing any rights under this Amended and Restated Guaranty. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower Parent to the Secured Parties or any Lender Buyer under the Credit Documents Debentures but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower Parent or any Material Domestic Subsidiary of the BorrowerGuarantor. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor hereby absolutely, jointly and severally and unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in of the Credit Agreement)Borrower, whether absolute now or contingent and hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that but accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for the existence post-filing interest is allowed in such Insolvency Proceeding), Letter of a bankruptcy, reorganization or similar proceeding would accrue)Credit Obligations, fees, amounts required to be provided as collateralcommissions, indemnitiesexpense reimbursements, expenses indemnifications or otherwise (collectivelysuch obligations, to the extent not paid by the Borrower, being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the “Guaranteed Obligations”)Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this 0. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or Agents, the Lenders and the L/C Issuer under any Lender under the Credit Documents Loan Document but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding an Insolvency Proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order addition to provide for just the guaranty specified in Section 11.01(a) above, each Guarantor agrees to indemnify and equitable contribution among save the GuarantorsAgents, the Guarantors agree that Lenders and the L/C Issuer harmless from and against all costs, losses, expenses and damages it may suffer as a result or consequence of, the Borrower's default in the event a payment shall be made on performance of any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of Guaranteed Obligations, or any ability by the Agents, the Lenders or the L/C Issuer to recover the ultimate balance due or remaining unpaid to such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth party in respect of the Funding Guarantor as Guaranteed Obligations, including, without limitation, legal fees incurred by or on behalf of such date. Any Contributing Guarantor making the Agents, the Lenders or the L/C Issuer resulting from any payment to a Funding Guarantor pursuant to action instituted on the basis of this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment0.

Guaranty. This Guaranty is attached to a Lease dated as of the 14th day of March, 1997, by and between The Lexington Hopkins Limited Partnership (a"Landlord") Each Guarantor and Profile National Business Directory, Inc. ("Tenant"). ** The undersigned, in consideration of the leasing of the Premises described in the attached Lease to the Tenant therein mentioned, hereby absolutely, unconditionally and irrevocably guarantees guarantee to Landlord the punctual payment full and performance, when due, whether at stated maturity, by acceleration or otherwise, complete performance of all Obligations (as defined in of the Credit Agreement)Tenant's covenants and obligations under said Lease, whether absolute including any extension, renewal or contingent holdover thereof, and whether for principalthe full payment by Tenant of all Base Rent, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, Operating Costs and Additional Rent and all other charges and amounts required to be provided paid by Tenant under the Lease, and the undersigned will pay all of Landlord's expenses, including attorneys' fees, incurred in enforcing the obligations of Tenant under said Lease, or incurred in enforcing this Guaranty. The undersigned hereby waives all requirements of notice of the acceptance of this Guaranty and all requirements of notice of breach or nonperformance by Tenant. The undersigned's obligation hereunder shall remain fully binding although; (a) Landlord may have waived one or more defaults by Tenant, extended the time of performance by Tenant, modified or amended the Lease, released, returned or misapplied other collateral given later as collateraladditional security (including other guaranties) or released Tenant from the performance of its obligations under such Lease; or (b) Tenant may have assigned, indemnities, expenses sublet or otherwise (collectivelytransferred the Lease. The undersigned shall not be subrogated to any of the rights of Landlord under the Lease or in or to the Premises described therein, or to any other rights of Landlord, by reason of any of the “Guaranteed Obligations”)provisions of this Guaranty or by reason of the performance by the undersigned or any of its or their obligations under this Guaranty. This Guaranty shall survive expiration or earlier termination of the Lease. Without limiting the generality of the foregoing, each Guarantor’s liability the undersigned hereby acknowledges that if the holder of any mortgage, deed of trust, underlying ground lease, holder of any like encumbrance or purchaser at foreclosure shall extend succeed to all amounts that constitute part the interests of Landlord under the Guaranteed Obligations Lease, this Guaranty shall remain in full force and would effect for the benefit of any holder of said encumbrances or foreclosure purchaser, as the case may be. The undersigned's obligations shall be owed joint and several and the release of one such guarantor shall not release any other of such guarantors. This Guaranty shall be binding upon the undersigned and their respective heirs, executors, administrators, representatives, successors and assigns. Executed by the Borrower or any Material Domestic Subsidiary undersigned this 14th day of March, 1997. Address of Guarantor(s): SM ENGINEERING COMPANY ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ---------------------------- Hopkins, MN Its: President ----------------------- **▇▇. ▇▇▇▇▇ ▇. Garg is the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence majority owner of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date both Tenant and the denominator of which shall be undersigned and expects to derive substantial benefit from the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such dateLease transaction. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.EXHIBIT E

Guaranty. The undersigned Guarantor absolutely and unconditionally guarantees only the timely payment of the Purchase Price (the “Obligations”) of Buyer and no other obligations of Buyer under the Agreement set forth above. Seller under the Agreement shall not be bound to exhaust its recourse or take any action against Buyer or others before being entitled to performance of the Obligations by Guarantor, but Seller may make such demands and take such actions as it deems advisable. Guarantor waives (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower with respect to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence Obligations, grace, demand, presentment, notice of a bankruptcydishonor and protest, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. and (b) In order notice of (i) nonperformance or other default, and (ii) any other matter regarding the Obligations. Guarantor consents to and waives notice of (a) extension of time for performance of any of the Obligations, (b) amendment or termination of any of the Agreement and waiver by Seller of any provision of the Agreement, (d) release of Buyer or other person liable for any of the Obligations, and (e) cancellation or withdrawal of any guaranty of any of the Obligations. Guarantor represents and warrants that (a) Guarantor is financially interested in Buyer and will receive economic benefit from the making of the Agreement, (b) Guarantor is adequately informed of the financial condition of Buyer, and (c) Guarantor has not relied on any financial information about Buyer furnished by Seller and does not expect Seller to provide for just and equitable contribution among the Guarantors, the Guarantors agree that any such information in the event a payment shall future. Guarantor hereby authorizes Seller to exercise, in its sole discretion, any right or remedy it may have, or any combination thereof, it being the intent hereof that Guarantor be made on absolutely, independently, and unconditionally liable to Seller for performance of the Obligations under any date under and all circumstances. This Guaranty is governed by the laws of the State of Washington. ▇▇▇▇▇▇▇▇▇ agrees to pay all costs and expenses, including legal fees, that Seller may incur to enforce this Guaranty by any judicial proceedings or otherwise. Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal submits irrevocably to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth nonexclusive jurisdiction and venue of the Contributing Guarantor as Superior Court of such date the State of Washington for King County and the denominator United States Federal District Court for the Western District of Washington at Seattle in any action to enforce this Guaranty and agrees irrevocably not to assert in any such action the doctrine of forum non conveniens. The provisions of this Guaranty constitute the entire agreement between Seller and Guarantor. No provisions of this Guaranty may be waived except in writing, and then only in the specific instance and for the specific purpose for which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentgiven.

Guaranty. (ai) Each For value received and in consideration of any Advance, loan or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the Borrower by the Lender pursuant to the Loan Agreement, the Guarantor hereby absolutely, unconditionally guarantees for the benefit of the Secured Parties the full and irrevocably guarantees the punctual prompt payment and performance, when due, whether at stated maturitymaturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Secured Obligations (as defined in now or hereafter existing under the Credit Agreement)Loan Agreement or any other Loan Document, whether absolute or contingent and whether for principal, interest interest, fees, expenses or otherwise, subject to the limit described in paragraph (iv) below. (ii) At any time after the occurrence of an Event of Default, the Guarantor shall pay to the Agent, on demand and in immediately available funds, an amount equal to the Borrowing Base Deficiency at the time such demand is made, as calculated by the Agent (such calculation to be conclusive and binding absent manifest error), subject to the limit described in paragraph (iv) below. (iii) In addition, the Guarantor shall pay to the Agent on demand and in immediately available funds an amount equal to all reasonable fees, costs and expenses (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), all court costs and attorneys’ and paralegals’ fees, amounts required costs and expenses) paid or incurred by the Agent or the Lender in: (1) endeavoring to be provided as collateralcollect all or any part of the Guarantor Payment Amount from, indemnities, expenses or otherwise (collectivelyin prosecuting any action against, the “Guaranteed Obligations”)Guarantor relating to this Guaranty or the transactions contemplated hereby; (2) taking any action with respect to any security or collateral securing the Guarantor’s obligations hereunder; or (3) preserving, protecting or defending the enforceability of, or enforcing, this Guaranty or its rights hereunder. Without limiting In addition, the generality Guarantor further agrees to pay to the Agent and the Lender and reimburse the Agent and the Lender for, on demand and in immediately available funds, interest on any amount due hereunder, from the date of demand under this Guaranty until paid in full at the Default Funding Rate. (iv) Notwithstanding the foregoing, each Guarantor’s liability the aggregate payments made by the Guarantor hereunder (including amounts paid pursuant to paragraphs (i) and (ii) above but excluding amounts paid pursuant to paragraph (iii) above) shall extend to all amounts that constitute part not exceed the least of (x) 5% of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary aggregate Net Principal Balance of the Borrower to Medallion Loans included in the Secured Parties or Collateral at the time of the related Event of Default, (y) 5% of the Maximum Facility Amount and (z) 10% of the aggregate outstanding principal balance of the Advances at the time of the related Event of Default (any Lender under such payment due from the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence Guarantor hereunder in respect of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerBorrowing Base Deficiency being a “Guarantor Payment Amount”). (bv) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree The Guarantor hereby agrees that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each is an absolute guaranty of payment and is not a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount guaranty of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentcollection.

Guaranty. (a) Each Guarantor hereby Guarantor, hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, (a) the punctual due and prompt payment by the Issuer of: (i) all present and performancefuture obligations of the Issuer under the Notes (whether issued and outstanding on the date hereof or issued after the date hereof), including, without limitation, the principal of and premium, if any, and interest at the rate specified in the Notes (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“Post-Petition Interest”)) on the Extensions of Credit, when and as due, whether at stated scheduled maturity, date set for prepayment, by acceleration or otherwise, and (ii) all other present and future monetary obligations of all Obligations (the Issuer to the Holders under the Transaction Documents, when and as defined in the Credit Agreement)due, whether absolute or contingent and whether for principalincluding fees, interest costs, expenses (including, without limitation, interest that but for reasonable and documented fees and expenses of counsel incurred by the existence of a bankruptcy, reorganization Collateral Agent or similar proceeding would accrueany Holder in enforcing any rights under this Agreement or any other Transaction Document), fees, amounts required to be provided as collateral, contract causes of action and indemnities, expenses whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise (collectivelyincluding 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 (b) the due and prompt performance of all covenants, agreements, obligations and liabilities of the Issuer under or in respect of the Transaction Documents; and (c) all such obligations in subsections (a) through (b), whether now or hereafter existing, being referred to collectively as the “Guaranteed Obligations”).” Each 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 any such Guarantor and such actions shall not affect the liability of any such Guarantor hereunder. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Note Party to the Borrower Holders or any Material Domestic Subsidiary the Collateral Agent under or in respect of the Borrower to Purchase Agreement, the Secured Parties or any Lender under Notes and the Credit other Transaction Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving such other Note Party. Anything herein or in any other Transaction Document to the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantorscontrary notwithstanding, the Guarantors agree that maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the event a payment shall amount which can be made on any date guaranteed by such Guarantor under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal applicable laws relating to the amount insolvency of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated debtors (after giving effect to the rights right of such Funding Guarantor to the extent of such paymentcontribution established in Section 2.03).

Guaranty. 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 by Lender to FM Precision Golf Manufacturing Corp. (a"Borrower"), Guarantor unconditionally guarantees to Lender the full and prompt payment when due of the principal of, all interest on, and all fees in respect of, all of the Loans (as defined in the Financing Agreement defined below) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual full and prompt payment and performance, when due, whether at stated maturity, by acceleration or otherwise, performance of any and all other Obligations (as defined in the Credit Financing Agreement) which are outstanding from time to time under the Loan Documents (as defined in the Financing Agreement) (all of the foregoing described indebtedness, liabilities and obligations which are outstanding from time to time being hereinafter referred to as the "Guaranteed Obligations"), whether all or any portion of the Guaranteed Obligations are now or hereafter existing, direct or indirect, related or unrelated, joint or several, or absolute or contingent and whether for principalcontingent, interest (should all or any portion of the Guaranteed Obligations not be paid when due under the terms of the Loan Documents, including, without limitation, interest that but for on the existence occurrence of an Event of Default (as defined in the Financing Agreement), by reason of the maturity or acceleration of any of the Loans, on the occurrence of a bankruptcydefault under the terms of this Guaranty, reorganization or similar proceeding would accrue)otherwise, feesand at any times after the date when due. The "Financing Agreement" means the Financing Agreement of even date herewith between Lender, amounts required to Guarantor and Borrower. Should there be provided as collateral, indemnities, expenses or otherwise any conflict between the terms of this Guaranty (collectivelyi.e., the “Guaranteed Obligations”). Without limiting terms in SECTION 2 and SECTION 5 of this Guaranty) and the generality terms of the foregoingFinancing Agreement, each Guarantor’s liability the conflict shall extend to all amounts that constitute part be controlled by the terms of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerFinancing Agreement. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Guarantor The undersigned guarantor (the “Guarantor”), in accordance with the terms hereof, irrespective of the validity and the legal effects of this Agreement, irrespective of restrictions of any kind on Seller’s performance of its obligations under this Agreement, and waiving all rights of objection and defense (other than relating to payment in full of the unpaid Transferred Amount to Purchaser) arising from the Seller’s obligations hereunder, hereby absolutelyagrees to irrevocably and unconditionally guarantee (the “Guaranty”) to Purchaser, unconditionally the due and irrevocably guarantees the punctual payment of the Recourse; provided that (x) in no event shall Guarantor be required to pay more than $55,440,000 (the “Guaranty Cap”) hereunder and performance, when due, whether at stated maturity, (y) each payment received by acceleration or otherwise, Purchaser in respect of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest Transferred Amount following the Trade Date (including, without limitation, interest that but for the existence avoidance of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectivelydoubt, the “Guaranteed Obligations”)Interim Payment Amount) shall reduce the Guaranty Cap dollar-for-dollar, regardless of whether such amounts are treated by Seller, Purchaser, or any other party as having been paid in respect of the initial Transferred Amount, any Additional Purchase Amount Accrual, the Recourse, or the Recourse Interest. Without limiting Any diligence, presentment, demand, protest or notice, whether in relation to the generality Guarantor, the Seller, or any other person, from Purchaser, in respect of any of the Guarantor’s obligations under the Guaranty is hereby waived. The Guarantor hereby waives all suretyship defenses. The obligations of the Guarantor under the Guaranty constitute direct, unsecured and unsubordinated obligations of the Guarantor, and the Guarantor undertakes that its obligations hereunder will rank pari passu with all other present or future direct, unsecured and unsubordinated obligations of the Guarantor. The Guarantor’s Guaranty is a guarantee of payment and not merely of collection and it shall continue in full force and effect by way of continuing security in the unpaid Transferred Amount, to the extent set forth in this Section 19. Notwithstanding the foregoing, each if any payment received by Purchaser is, on the subsequent bankruptcy or insolvency of the Seller or the Guarantor’s , avoided under any applicable laws, including, among others, laws relating to bankruptcy or insolvency, such payment will not be considered as having discharged or diminished the liability of the Guarantor under its Guaranty and the Guaranty will continue to apply as if such payment had at all times remained owing by Seller. Until the Transferred Amount has been paid in full, (i) no right of the Guarantor, by reason of the performance of any of its obligations under its Guaranty, to be indemnified by Seller or to take the benefit of or enforce any security or other guarantee or indemnity against the Seller in connection with the Claim, the Transferred Amount or the Guaranty shall extend be exercised or enforced and (ii) the Guarantor shall not (a) by virtue of the Guaranty or any other reason be subrogated to any rights of Purchaser or (b) claim in competition with Purchaser against the Seller. If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to Purchaser by Seller under this Agreement to be paid in full on behalf and for the benefit of Purchaser and shall promptly pay or transfer the same to Purchaser as it may direct to the extent such amount shall be due and unpaid by Seller to Purchaser. If any provision of this Section 19 with respect to the Guaranty is or becomes illegal, invalid or unenforceable in any jurisdiction, that constitute part shall not affect the validity or enforceability in that other jurisdiction of any other provision of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the BorrowerGuaranty. (b) In order Upon Guarantor’s payment to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on Purchaser of any date Recourse under this Guaranty in connection with an Impairment, without any need for further action by any Purchaser, Purchaser shall be deemed to have transferred to Guarantor (without recourse, representation or warranty) that portion of the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal Transferred Amount attributable to the amount Recourse paid by Guarantor; provided that Guarantor’s right to any proceeds, payments, recoveries or any other form of Distribution in respect of such payment, in each case multiplied by a fraction the numerator of which transferred portion shall be subordinate to Purchaser’s right to the net worth proceeds, payments, recoveries and any other form of Distribution in respect of the Contributing Guarantor as of such date Claim unless and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth until Purchaser receives payment in full of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentTransferred Amount.

Guaranty. (a) Each US Guarantor hereby absolutely, jointly and severally unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement)now or hereafter existing under any Loan Document, whether absolute or contingent and whether for principal, interest (including, without limitation, including all interest that but for accrues after the existence commencement of any Insolvency Proceeding irrespective of whether a bankruptcy, reorganization claim therefor is allowed in such case or similar proceeding would accrueproceeding), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectivelysuch obligations, to the extent not paid by any Borrower, being the “US Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents or the Lenders (or any of them) in enforcing any rights under the guaranty set forth in this Article. Without limiting the generality of the foregoing, the liability of each Guarantor’s liability US Guarantor shall extend to all amounts that constitute part of the US Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties Agents or the Lenders under any Lender under the Credit Documents Loan Document but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower any Loan Party or for any other reason even if all or any Material Domestic Subsidiary portion of such amounts are unenforceable against each or any of the BorrowerBorrowers. (b) In order Each Foreign Guarantor hereby jointly and severally unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all UK Obligations now or hereafter existing under any Loan Document, whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise (such obligations, to provide for just the extent not paid by UK Borrower, being the “UK Guaranteed Obligations”; and equitable contribution among together with the GuarantorsUS Guaranteed Obligations, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding GuarantorGuaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents or the Lenders (or any of them) in enforcing any rights under the guaranty set forth in this Article. Without limiting the generality of the foregoing, the liability of each other Foreign Guarantor (each a “Contributing Guarantor”) shall indemnify extend to all amounts that constitute part of the Funding Guarantor in an amount equal UK Guaranteed Obligations and would be owed by UK Borrower to the amount Agents or the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Loan Party or for any other reason even if all or any portion of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentamounts are unenforceable against UK Borrower.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees and agrees to be liable for the punctual full payment and performance, performance when due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Obligations the “Obligations” (as defined in the Credit Loan Agreement), whether absolute or contingent and whether for principal, interest ) of the Applicable Borrower (including, without limitation, interest that but for the existence all of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required which obligations of Guarantor are collectively referred to be provided herein as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing; provided, each Guarantor’s liability however, that Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would only be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender liable under the Credit Documents but this Guaranty for the fact maximum amount of such liability that they are unenforceable can be hereby incurred without rendering this Guaranty, as it relates to Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer and not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or for any Material Domestic Subsidiary of the Borrowergreater amount. (b) In This Guaranty is a guaranty of payment and not of collection. Guarantor agrees that no Lender Party need attempt to collect any Guaranteed Obligations from Applicable Borrower, Guarantor or any other Obligor or to realize upon any collateral, but may require Guarantor to make immediate payment of all of the Guaranteed Obligations to Agent, for the benefit of Lender Parties, when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Agent may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part and in such order to provide for just and equitable contribution among as Agent may elect in accordance with the Guarantors, the Guarantors agree that in the event a payment Loan Agreement. (c) Payment by Guarantor shall be made in Dollars to Agent, for the benefit of Lender Parties, at the office of Agent from time to time on demand as Guaranteed Obligations become due. Guarantor shall make all payments to Agent, for the benefit of Lender Parties, on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind as provided in the Loan Agreement. One or more successive or concurrent actions may be brought hereon against Guarantor either in the same action in which Applicable Borrower or any other Obligor is sued or in separate actions. In the event any claim or action, or action on any date under judgment, based on this Guaranty by any is brought against Guarantor, Guarantor (the “Funding Guarantor”)agrees, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentpermitted by applicable law, not to deduct, setoff, or seek any counterclaim for or recoup any amounts which are or may be owed by Agent or any other Lender Party to Guarantor.

Guaranty. (a) Each Guarantor hereby absolutelyBorrower and each Guarantor, other than Subsidiaries that are Excluded Subsidiaries, severally, unconditionally and irrevocably guarantees (the undertaking by each Borrower and each Guarantor under this Article VIII being the “Guaranty”) the punctual payment and performance, when due, whether at stated maturityscheduled maturity or at a date fixed for prepayment or by acceleration, by acceleration demand or otherwise, all Cash Management Obligations of the Loan Parties and the other Restricted Subsidiaries of the BorrowerBorrowers, all Obligations (as defined under Secured Hedge Agreements but excluding all Excluded Swap Obligations, and all other Obligations of each of the other Loan Parties and each Specified Hedge Agreement SubsidiariesRestricted Subsidiary now or hereafter existing under or in respect of the Credit Agreement), whether absolute or contingent and whether for principal, interest Loan Documents (including, without limitation, interest that but 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 the existence of a bankruptcyprincipal, reorganization or similar proceeding would accrue)interest, premium, fees, amounts required to be provided as collateralindemnification payments, indemnitiescontract causes of action, costs, expenses or otherwise (collectively, such Obligations being the “Guaranteed Obligations”); provided, that, endorsements of negotiable instruments for deposit or collection in the ordinary course of business are not Guaranteed Obligations for purposes of the foregoing Section 8.01; and provided, further, that notwithstanding anything herein to the contrary, (a) any Borrower that is a Foreign Subsidiary shall not guarantee the Obligations of ▇▇▇▇ or, any other Loan Party or any other Restricted Subsidiary other than the Obligations of any other Borrower that is a Foreign Subsidiary, (b) any Borrower that is a Foreign Subsidiary shall guarantee the Obligations of any other Borrower that is a Foreign Subsidiary only to the extent such guarantee could not reasonably be expected to result in a material adverse tax consequence to ▇▇▇▇ or one of its Subsidiaries (as determined in good faith by ▇▇▇▇), (c) any Guarantees by Foreign Subsidiaries shall be subject to any applicable general mandatory statutory limitations, fraudulent preference, “thin capitalization” rules, exchange control restrictions, corporate benefit, financial assistance and customary guarantee limitation language to be agreed by the Administrative Agent and ▇▇▇▇ in respect of the relevant jurisdiction and (d) any Guarantees by domestic Loan Parties of the Obligations of any Borrower that is a Foreign Subsidiary shall only be required to the extent such guarantee could not reasonably be expected to result in a material adverse tax consequence to ▇▇▇▇ or one of its Subsidiaries (as determined in good faith by ▇▇▇▇), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any of the other Secured Parties solely in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Borrower’s and each Guarantor’s respective liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured other Loan Parties or any Lender Specified Hedge AgreementRestricted Subsidiary to the Administrative Agent or any of the other Secured Parties under or in respect of the Credit Loan Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowersuch other Loan Party. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all Obligations of MTH, MTMHD, MTBV, MTICV, any additional Revolving Borrower which becomes a party hereto pursuant to Section 2.16 and each Subsidiary Swingline Borrower, including any additional Subsidiary Swingline Borrower which becomes a party hereto pursuant to Section 2.14 (as defined collectively, the “Designated Borrowers”) now or hereafter existing under or in respect of the Credit Agreement), whether absolute or contingent and whether for principal, interest Loan Documents (including, without limitation, interest that but any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations of the Designated Borrowers), whether direct or indirect, absolute or contingent, and whether for the existence of a bankruptcyprincipal, reorganization or similar proceeding would accrue)interest, premiums, fees, amounts required to be provided as collateralindemnities, indemnitiescontract causes of action, costs, expenses or otherwise (collectively, such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by the Administrative Agent or any other Lender in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Designated Borrower to the Secured Parties or any Lender under or in respect of the Credit Loan Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding under any Debtor Relief Law involving the Borrower or any Material Domestic Subsidiary of the such Designated Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. In order to induce TBCC to enter into a Loan and Security Agreement with the Borrower or to continue to provide financing thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, performance when due, due (whether at stated maturity, by acceleration or otherwise, ) of all Obligations of the Indebtedness, and (as defined b) agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and related expenses) incurred by TBCC in enforcing any rights under this Guaranty or in enforcing any of the Credit Indebtedness against the Borrower. As used herein, "Indebtedness" means and includes all present and future loans (including the Loans), advances, debts, liabilities, obligations, guarantees, covenants and duties now or hereafter owing by Borrower to TBCC of any kind or nature, present or future, absolute or contingent, liquidated or unliquidated, certain or uncertain, determined or undetermined, monetary or nonmonetary, written or oral, whether Borrower may be liable individually or jointly with others, whether incurred directly to TBCC or acquired by TBCC by assignment or otherwise, or held by TBCC on behalf of others, and regardless of whether recovery thereon may be or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or otherwise unenforceable, including without limitation all indebtedness, liabilities and obligations which may arise under, out of, or in 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 or not for the payment of money, whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, purchase, discount or otherwise), whether absolute or contingent contingent, due or to become due, now due or hereafter arising and whether for principal, interest (includinghowever acquired. The term "Indebtedness" includes, without limitation, all interest that but for the existence of a bankruptcy(including interest accruing on or after an Insolvency Event, reorganization whether or similar proceeding would accruenot an allowed claim), charges, expenses, commitment, facility, closing and collateral management fees, amounts required letter of credit fees, reasonable attorneys' fees, and any other sum chargeable to be provided as collateralBorrower under the Loan Agreement or the other Loan Documents. (Capitalized terms used in this Guaranty, indemnitieswhich are not defined, expenses or otherwise (collectivelyshall have the meanings set forth in the Loan Agreement.) As used herein, the “Guaranteed Obligations”). Without limiting term "Borrower" shall include any successor to the generality business and assets of Borrower, and shall also include Borrower in its capacity as a debtor or debtor in possession under the foregoingfederal Bankruptcy Code, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the any trustee, custodian or receiver for Borrower or any Material Domestic Subsidiary of its assets, should Borrower hereafter become the subject of any bankruptcy or insolvency proceeding, voluntary or involuntary; and all indebtedness, liabilities and obligations incurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, from time to time, be given by TBCC to Borrower in TBCC's sole discretion, but Guarantor acknowledges and agrees that acceptance by TBCC of this Guaranty shall not constitute a commitment of any kind by TBCC to extend such credit or other financial accommodation to Borrower or to permit Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable incur Indebtedness to TBCC. All sums due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by shall bear interest from the date due until the date paid at the highest rate charged with respect to any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentIndebtedness.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all DIP Obligations (as defined in including all Banking Services Obligations and obligations of any of the Credit AgreementLoan Parties owing to Swap Counterparties under any Hedging Arrangements), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower Loan Party to the Secured Parties DIP Agent, the Issuing Lender or any Lender under the Credit Loan Documents and by the Borrower or any Loan Party to the Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of Loan Party. Notwithstanding the Borrowerforegoing, the Guaranteed Obligations shall not include any Excluded Swap Obligations. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “"Contributing Guarantor”") shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b9.1(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. (c) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or other affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder; (B) any liabilities of such Guarantor under this Guaranty; and (C) any liabilities of such Guarantor under each of its other guaranties of and joint and several co-borrowings of Debt, in each case entered into on the date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 9.1(c) (each such other guaranty and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a “Competing Guaranty”) to the extent such Guarantor's liabilities under such Competing Guaranty exceed an amount equal to (1) the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 9.1(c)), multiplied by (2) a fraction (i) the numerator of which is the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 9.1(c)), and (ii) the denominator of which is the sum of (x) the aggregate principal amount of the obligations of such Guarantor under all other Competing Guaranties (notwithstanding the operation of those limitations contained in such other Competing Guaranties that are substantially similar to this Section 9.1(c)), (y) the aggregate principal amount of the obligations of such Guarantor under this Guaranty (notwithstanding the operation of this Section 9.1(c)), and (z) the aggregate principal amount of the obligations of such Guarantor under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 9.1(c)); and (ii) 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 (including any such right of contribution under Section 9.1(b)).

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Secured Cash Management Agreement or any Secured Hedge Agreement (as defined in the Credit Agreement)Loan Documents, whether absolute or contingent Secured Cash Management Agreements and whether for principalSecured Hedge Agreements, interest collectively, the “Secured Documents”) (including, without limitation, interest that but 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 the existence of a bankruptcyprincipal, reorganization or similar proceeding would accrue)interest, premium, fees, amounts required to be provided as collateralindemnities, indemnitiescontract causes of action, 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 enforcing any rights under this Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower any other Loan Party to any Secured Party under or any Material Domestic Subsidiary in respect of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowersuch other Loan Party. (b) In order to provide for just The Guarantor, and equitable contribution among the Guarantorsby its acceptance of this Guaranty, the Guarantors Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of the Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantor hereby irrevocably agree that the Obligations of the Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) The Guarantor hereby unconditionally and irrevocably agrees that in the event a any payment shall be required to be made on to any date Secured Party under this Guaranty or the Subsidiary Guaranty or any other guaranty with respect to the Guaranteed Obligations, the Guarantor will contribute, to the maximum extent permitted by any Guarantor (the “Funding Guarantor”)applicable law, such amounts to each other Guarantor (each a “Contributing Guarantor”) shall indemnify guarantor so as to maximize the Funding Guarantor in an aggregate amount equal paid to the amount of such payment, Secured Parties under or in each case multiplied by a fraction the numerator of which shall be the net worth respect of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentSecured Documents.

Guaranty. The Second Amended and Restated Guaranty, dated as of the date hereof, as the same may be amended from time to time hereafter, made by each of the Subsidiaries of the Borrower named therein in favor of the Banks and the Administrative Agent, in form and substance satisfactory to the Banks and the Administrative Agent. Hazardous Substances. See Section 8.18(b) hereof. HoldCo. A corporation which may be formed after the Closing Date, the sole business purpose of which shall be to own directly one hundred percent (100%) of the equity of the Borrower and to issue Subordinated Indebtedness permitted under Section 10.1(k) hereof. Indebtedness. All obligations, contingent and otherwise, that in accordance with generally accepted accounting principles should be classified upon the obligor's balance sheet as liabilities, or to which reference should be made by footnotes thereto, including in any event and whether or not so classified: (a) Each Guarantor hereby absolutely, unconditionally all debt and irrevocably guarantees the punctual payment and performance, when duesimilar monetary obligations, whether at stated maturitydirect or indirect; (b) all liabilities secured by any mortgage, pledge, security interest, lien, charge, or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness held by acceleration such owner or otherwise, and the obligations to reimburse the issuer in respect of any letters of credit; and (d) all Obligations (as defined in the Credit Agreement)obligations under Interest Rate Protection Agreements and every other obligation under any forward contract, whether absolute futures contract, swap, option or contingent and whether for principal, interest other financing agreement or arrangement (including, without limitation, interest that but for the existence of a bankruptcycaps, reorganization or floors, collars and similar proceeding would accrueagreements), feesthe value of which is dependent upon interest rates, amounts required to be provided as collateralcurrency exchange rates, indemnities, expenses commodities or otherwise other indices (collectively, the “Guaranteed Obligations”a "derivative contract"). Without limiting the generality Instrument of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part Accession. An Instrument of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that Accession in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount form of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such dateJ hereto. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentInterest Payment Date.

Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the punctual Lender and its successors, endorsees, transferees and assigns, the full and prompt payment and performance, when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent ) and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality performance of the foregoingindebtedness, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations liabilities and would be owed by the Borrower or any Material Domestic Subsidiary other obligations of the Borrower to the Secured Parties Lender under or any Lender in connection with the Credit Agreement, the Note 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 Documents but for Agreement and all other amounts payable by the fact that they Borrower to the Lender thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter 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 not allowable due to insolvency shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the existence of a bankruptcy, reorganization commencement by or similar proceeding involving the Borrower against any Loan Party or any Material Domestic Subsidiary 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. (b) In order , and all other indebtedness, liabilities and obligations to provide for just and equitable contribution among the Guarantors, be paid or performed by the Guarantors agree that in the event a payment shall be made on any date under connection with this Guaranty by (including any Guarantor (and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Funding GuarantorGuaranteed Obligations.”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Secured Cash Management Agreement or any Secured Hedge Agreement (as defined in the Credit Agreement)Loan Documents, whether absolute or contingent Secured Cash Management Agreements and whether for principalSecured Hedge Agreements, interest collectively, the “Secured Documents”) (including, without limitation, interest that but 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 the existence of a bankruptcyprincipal, reorganization or similar proceeding would accrue)interest, premium, fees, amounts required to be provided as collateralindemnities, indemnitiescontract causes of action, 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 enforcing any rights under this Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower any other Loan Party to any Secured Party under or any Material Domestic Subsidiary in respect of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Notwithstanding anything to the Borrower contrary contained in this Guaranty or any Material Domestic Subsidiary provision of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantorsany other Loan Document, the Guarantors agree that in the event a payment Guaranteed Obligations shall be made on not extend to or include any date under this Guaranty by any Guarantor Excluded Swap Obligation (the “Funding Guarantor”as defined below), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each The Guarantor hereby absolutelyirrevocably and unconditionally guaranties, unconditionally as a primary obligor and irrevocably guarantees not merely as a surety, the due and punctual payment and performance, when due, due (whether at the stated maturity, by required prepayment, by acceleration or otherwise) and performance by the Borrower of (i) the principal amount of Credit Extensions, (ii) all unreimbursed L/C Obligations under the Credit Agreement and the other Loan Documents, including any Loans in respect thereof made pursuant to Section 2.03(f) of all Obligations (as defined in the Credit Agreement; provided that the obligations guaranteed pursuant to the foregoing clauses (i) and (ii) shall not at any time exceed $150,000,000.00 in the aggregate, (iii) interest on any Loans under or described in the foregoing clauses (i) and (ii), whether absolute or contingent (iv) Commitment Fees and whether for principalAdditional Facility Fees payable pursuant to the Fee Letter and fees payable pursuant to Section 2.03(l) of the Credit Agreement, interest and (including, without limitation, interest that but for v) costs and expenses as provided in SECTION 15 (the existence of a bankruptcy, reorganization or similar proceeding would accrueforegoing clauses (i) though and including (v), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”), including any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws; provided, that the Guarantor shall have no liability to make any payment under the foregoing clauses (ii) or (iii) until the occurrence of a Reimbursement Guarantee Event (as defined below). Without limiting As used herein, a “Reimbursement Guarantee Event” means the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary failure of the Borrower and the other Loan Parties to reimburse the L/C Issuer in respect of any L/C Disbursement within two (2) Business Days following the date on which such reimbursement payment is due pursuant to Section 2.03(f) of the Credit Agreement, notwithstanding the making or deemed making of a Loan pursuant to such Section 2.03(f) and without limiting the Secured Parties Parties’ rights and remedies, or any Lender the Loan Parties’ obligations, under the Credit Loan Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of arising as a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary result of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date ’s and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment other Loan Parties’ failure to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentso reimburse when due.

Guaranty. 9.1. For value received and as an inducement to the Lender to make the Loan available to the Borrower, the Guarantors hereby unconditionally and irrevocably guarantee (a) Each Guarantor hereby absolutely, unconditionally the full and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations obligations under this Agreement and the other Loan Documents, (as defined b) the strict performance and observance by each Borrower of its obligations under this Agreement and the other Loan Documents and of all agreements, warranties and covenants applicable to the Borrower in this Agreement; and (c) the Credit Agreement), whether absolute or contingent strict performance of all such obligations under this Agreement and whether for principal, interest (including, without limitation, interest that the other Loan Documents which would become due but for the existence operation of a bankruptcy, reorganization the automatic stay pursuant to Section 362(a) of the United States Bankruptcy Code and the operation of Sections 502(b) and 506(c) of the United States Bankruptcy Code or any similar proceeding would accrue), fees, amounts required legislation applicable to be provided as collateral, indemnities, expenses the Borrower or otherwise the Guarantors (collectively, such obligations collectively being the “Guaranteed Obligations”). 9.2. Without limiting Except for termination of a Guarantor’s obligations hereunder or as expressly permitted hereby, the generality obligations of each Guarantor hereunder are not subject to any termination whatsoever by reason of the foregoinginvalidity, each Guarantor’s liability shall extend to all amounts that constitute part illegality, or unenforceability of any of the Guaranteed Obligations and would be owed by the Borrower or otherwise, or any Material Domestic Subsidiary provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof. Subject to the terms hereof, the liability of the Guarantors hereunder with regard to the Guaranteed Obligations of the Borrower to shall be absolute and unconditional irrespective of: (a) Any lack of validity or enforceability of this Agreement, the Secured Parties Loan Documents, or any Lender under the Credit Documents but for the fact that they are unenforceable other agreement or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowerinstrument relating thereto. (b) In order Any change in the time of, 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 provide departure from this Agreement and/or any other Loan Document (with regard to such Guaranteed Obligations). (c) Any exchange, release or nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for just and equitable contribution among all or any of the Guaranteed Obligations. (d) Any Change of Control in respect of the Borrower or the Guarantors, as the case may be; or the death or mental incapacitation of the Individual Guarantor, or the appointment of a legal guardian to manage the affairs of such Guarantor. (e) The Borrower or the Guarantors agree that not being the surviving or successor entity in any merger or consolidation with another Person. (f) Any acceptance of any partial payments from the event Borrower and/or any Guarantors. (g) Any other circumstance which might otherwise constitute a payment shall be made on any date under this Guaranty by any Guarantor (defense available to, or a discharge of, the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify Borrower or the Funding Guarantor Guarantors in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth respect of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth Guaranteed Obligations. 9.3. The obligations of the Funding Guarantor Guarantors shall continue to be effective or be reinstated, as of such date. Any Contributing Guarantor making the case may be, if at any time any payment to a Funding Guarantor pursuant to this Section 2(b) shall of any of the Guaranteed Obligations is rescinded or must otherwise be subrogated to returned by the rights Lender upon the insolvency, bankruptcy or reorganization of the Borrower and/or the Guarantors or otherwise, all as though such Funding Guarantor to the extent of such paymentpayment had not been made.

Guaranty. (a) Each Subject to the provisions hereof, Guarantor hereby absolutelyunconditionally guarantees in favor of the Trustee for the benefit of the Noteholders, unconditionally (i) the due and irrevocably guarantees the punctual payment of the principal of, and performancepremium, if any, and interest on each Note, when dueand as the same shall become due and payable, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, and premium, if any, and interest on the Notes, to the extent lawful, and the due and punctual performance of all other Obligations of Company to the Noteholders or the Trustee all in accordance with the terms of such Note and the Indenture, subject, however, to the limitations set forth in Section 2.2, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Guarantor hereby agrees that its obligations thereunder and hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of all Obligations (as defined in any such Note or the Credit Agreement)Indenture, whether absolute any failure to enforce the provisions of any such Note or contingent and whether for principalthe Indenture, interest (includingany waiver, without limitationmodification or indulgence granted to Company with respect thereto by the Noteholder of such Note or the Trustee, interest that but for the existence or any other circumstances which may otherwise constitute a legal or equitable discharge of a bankruptcy, reorganization surety or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide Guarantor hereby waives diligence, presentment, demand for just and equitable contribution among the Guarantorspayment, the Guarantors agree that filing of claims with a court in the event of merger or bankruptcy of Company, any right to require a payment shall be made on proceeding first against Company, protest or notice with respect to any date under such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guaranty will not be discharged as to any such Note except by payment in full of the principal thereof, premium if any, and interest thereon and as provided in Section 13.1 of the Indenture. Guarantor further agrees that, as between Guarantor, on the one hand, and the Noteholders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 7 of the Indenture for the purposes of this Guaranty, notwithstanding any Guarantor stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the “Funding Guarantor”)event of any declaration of acceleration of such Obligations as provided in Article 7 of the Indenture, each other Guarantor such Obligations (each a “Contributing Guarantor”whether or not due and payable) shall indemnify forthwith become due and payable by Guarantor for the Funding Guarantor in purpose of this Guaranty. In addition, without limiting the foregoing provisions, upon the effectiveness of an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth acceleration under Article 7 of the Contributing Guarantor as of such date Indenture, the Trustee shall promptly make a demand for payment on the Notes under the Guaranty provided for herein and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentnot discharged.

Guaranty. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably irrevocably (a) guarantees the full and punctual payment and performance, when due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Obligations (as defined in Liabilities of the Credit Agreement)Borrower now or hereafter existing, whether absolute or contingent and whether for principal, interest (includingincluding interest accruing at the then applicable rate provided in the Facility Letter after the occurrence of any default set forth in Section 10 of the Terms and Conditions to the Facility Letter, without limitation, whether or not a claim for post-filing or post-petition interest that but for is allowed under applicable law following the existence institution of a proceeding under bankruptcy, reorganization insolvency or similar proceeding would accruelaws), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, including all such amounts which would become due but for the “Guaranteed Obligations”). Without limiting the generality operation of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part automatic stay under Section 362(a) of the Guaranteed Obligations United States Bankruptcy Code, 11 U.S.C. §362(a), and would the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)); provided that the aggregate amount payable by the Guarantor under this Guaranty shall not exceed the lesser of the following: (a) $25,000,000, and (b) an amount equal to 50% of the aggregate amount of Liabilities outstanding on the date that any demand for payment is made under this Guaranty; and (b) indemnifies and holds harmless the Bank for any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Bank in enforcing any rights under this Guaranty. This Guaranty constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be owed by necessary or required that the Bank exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any Material Domestic Subsidiary other Person before or as a condition to the obligations of the Borrower Guarantor hereunder. Notwithstanding anything to the Secured Parties or any Lender under contrary in the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just foregoing and equitable contribution among the Guarantorsotherwise in this Guaranty, the Guarantors agree that in the event a Bank shall not demand payment shall be made on any date under this Guaranty and the Guarantor shall not be obligated to pay any amounts due under this Guaranty until the earlier to occur of: (x) the date which is six months following either (1) the Bank’s demand for repayment from the Borrower of any amount due under the Facility Letter or (2) an event of default shall occur under Section 10(E) of the Terms and Conditions with respect to the Borrower; provided that the Bank has notified the Guarantor in writing of such demand for repayment and the amount to be repaid to the Bank by the Borrower remains outstanding, (y) an event of default shall occur under Section 10(E) of the Terms and Conditions to the Facility Letter with respect to the Guarantor and (z) any of the following: (1) any indebtedness of the Guarantor (except for indebtedness owed to trade creditors in an aggregate amount less than $1,000,000) shall not be paid when due (including the “Funding Guarantor”expiration of any grace period applicable thereto), each other (2) the maturity of any indebtedness of the Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor except for indebtedness owed to trade creditors in an aggregate amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(bless than $1,000,000) shall be subrogated accelerated or (3) any event of default shall have been declared by any of the Guarantor’s lenders with respect to any indebtedness of the rights Guarantor and such event of such Funding Guarantor to the extent of such paymentdefault shall be continuing.

Guaranty. (a) Each Guarantor hereby absolutelyunconditionally guarantees and promises to pay to Executive, unconditionally 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 irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in hereinafter defined) consisting of payments due to Executive. For purposes of this Guaranty the Credit Agreementterm “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 terms of Section 2.3, 2.4, 3.1(a), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue3.1(b), 3.1(c), 3.2 or 4.1 of the Contract (as such Obligations may become due subject to the provisions of the Contract, including all notice requirements and cure provisions), including all interest, late fees, amounts required charges, expenses, attorneys’ fees and other professionals’ fees chargeable to be provided as collateralObligor or payable by Obligor there under and any costs of collection hereunder, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations including attorneys’ and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowerother professionals’ fees. (b) In order This Guaranty is absolute, unconditional, continuing and irrevocable and constitutes an independent guaranty of payment and not of collect ability (provided that it is subject to provide for just Obligor defaulting on any of the Obligations), and equitable contribution among the Guarantorsis 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 Guarantors agree that 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 EXHIBIT D 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 event 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 or any part thereof to the payment of any obligations and liabilities which may be due to Executive or others, (iv) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed, (v) take and hold security or additional security for any or all of the obligations or liabilities covered by this Guaranty, and (vi) assign its rights and interests under this Guaranty, in whole or in part. (d) This is a payment continuing Guaranty for which Guarantor receives continuing consideration and all obligations to which it applies or may apply under the terms hereof shall be made on any date under conclusively presumed to have been created in reliance hereon and this Guaranty by is therefore irrevocable without the prior written consent of Executive. (e) Guarantor may bring action to enforce Executive’s obligations under the Contract if (i) any proceeding is brought against Guarantor to seek enforcement of this Guaranty or (the “Funding Guarantor”), each other ii) Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making makes any payment to a Funding Guarantor Executive pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentGuaranty.

Guaranty. (ai) Each For value received and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the Borrower by the Lenders, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual full and prompt payment and performance, when due, whether at stated maturitymaturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all the Guaranteed Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but accruing following the filing of a bankruptcy petition by or against the Borrower, at the applicable rate specified in the Credit Agreement, whether or not such interest is allowed as a claim in bankruptcy). (ii) At any time after the occurrence of an Event of Default, each Guarantor shall pay to the Administrative Agent, for the existence ratable benefit of a bankruptcythe Agents and the Lenders, reorganization or similar proceeding would accrue)on demand and in immediately available funds, the full amount of the Guaranteed Obligations. Each Guarantor further agrees to pay and reimburse the Agents and the Lenders for, on demand and in immediately available funds, (a) all reasonable fees, amounts required costs and expenses (including, without limitation, all court costs and reasonable attorneys' fees, costs and expenses) paid or incurred by such Person in: (1) endeavoring to be provided as collateral, indemnities, expenses collect all or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute any part of the Guaranteed Obligations and would be owed by owing to such Person from, or in prosecuting any action against, the Borrower relating to the Credit Agreement, the Existing Credit Agreement, this Guaranty or the transactions contemplated thereby; (2) taking any Material Domestic Subsidiary action with respect to any security or collateral securing the Guaranteed Obligations; and (3) preserving, protecting or defending the enforceability of, or enforcing, this Guaranty or the Agents' or the Lenders' rights hereunder (all such costs and expenses are hereinafter referred to as the "Expenses") and (b) interest on the Expenses, from the date of demand under this Guaranty until paid in full at the per annum rate of interest described in Section 4.01(d) of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact Agreement. Each Guarantor hereby agrees that they are unenforceable or this Guaranty is an absolute guaranty of payment and is not allowable due to insolvency or the existence a guaranty of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowercollection. (biii) In order Notwithstanding anything contained in this Guaranty to provide for just and equitable contribution among the Guarantorscontrary, the Guarantors agree that in the event a payment amount guaranteed by each Guarantor hereunder shall be made on any date under this Guaranty limited to an aggregate amount which, together with other amounts owing by any such Guarantor (to the “Funding Guarantor”)Agents and the Lenders, each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount is equal to the largest amount that would not be subject to avoidance under Section 548 of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth Title 11 of the Contributing Guarantor as United States Code (11 U.S.C. ▇▇.▇▇. 101 et seq.) (the "Bankruptcy Code") or any applicable provisions of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentcomparable state law.

Guaranty. (a) Each Guarantor hereby absolutelyGuarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and irrevocably guarantees not merely as surety to the punctual Creditors the full and prompt payment and performance, when due, due (whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, as applicable) of all Obligations of the Borrowers and each Guarantor (other than such Guarantor’s own Obligations) (the “Guaranteed Obligations”). Each party hereto understands, agrees and confirms that, if any or all of the Guaranteed Obligations becomes due and payable, subject to the expiration of any applicable grace or cure period expressly set forth in the Credit Agreement, the Administrative Agent for the benefit of the Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor (as defined in the Credit Agreement)) or either Borrower, whether absolute and such Guarantor agrees to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Creditors, on demand. Each Guarantor further agrees that the due and punctual payment of the Obligations of either Borrower may be extended or contingent and whether for principalrenewed, interest (includingin whole or in part, without limitationnotice to or further assent from it, interest and that but for the existence it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. This Guaranty is a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality guaranty of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part payment and not of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrowercollection. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”)Additionally, each other Guarantor Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by either Borrower upon the occurrence in respect of either Borrower of any of the events specified in Section 7(h) or (each a “Contributing Guarantor”i) shall indemnify of the Funding Guarantor in an amount equal Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the amount Creditors, or order, following the occurrence in respect of such payment, in each case multiplied by a fraction the numerator either Borrower of which shall be the net worth any of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth events specified in Section 7(h) or (i) of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such paymentCredit Agreement, on demand.