Common use of Parent Guaranty Clause in Contracts

Parent Guaranty. (a) Parent irrevocably and unconditionally guarantees the prompt, complete and punctual payment of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.

Parent Guaranty. (a) In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to subsection (d) below, the Parent Guarantor hereby irrevocably and unconditionally guarantees (the prompt"Parent Guaranty" and, complete together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") to each holder of a Subsidiary Guaranty and punctual payment to the Trustee and its successors and assigns, irrespective of all payment the validity and enforceability of the Subsidiary Guaranties or the obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance any of the foregoing and without limiting Subsidiaries under the generality thereofSubsidiary Guaranties, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty all obligations of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, each of the Guaranteed Obligations shall Subsidiaries to the Holders or the Trustee under the Subsidiary Guaranties will be promptly paid in no way limitfull or performed, affect, modify or abridge any liability of Parent for any portion all in accordance with the terms of the Guaranteed Obligations which have not been paid or performedvarious Subsidiary Guaranties. (b) Seller may recover from The Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent Guarantor hereby agrees that its obligations with regard to Seller under this Parent Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder)unconditional, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and or enforceability of the Subsidiary Guaranties or this Agreement Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Subsidiary, any action to enforce the same or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of any Subsidiary under the Subsidiary Guaranties. The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a surety court in the event of insolvency or guarantor bankruptcy of any Subsidiary, any right to require a proceeding first against any Subsidiary or right to require the prior disposition of the assets of any Subsidiary to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not be discharged except by complete performance of the obligations of the Subsidiaries under the Subsidiary Guaranties. (c) If any Holder or the Trustee is required by any court or otherwise to return to any Subsidiary, or any Custodian, Trustee, or similar official acting in relation to such Subsidiary, any amount paid by such Subsidiary to the Trustee or such Holder, this Parent Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until the principal of, premium, if any, and interest on all Securities issued hereunder shall have been paid in full. The Parent Guarantor further agrees that, as between such Subsidiary, on the one hand, and the Holders and the Trustee, on the other than hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as otherwise provided in Section 6.2 for the purposes of this Parent Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Subsidiary of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in Section 11.21(c))6.2, those 115 127 obligations (whether or not due and payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Parent Guaranty. (d) To It is the extent intention of the waiver Parent Guarantor and the Subsidiaries that the obligations of Parent’s rights the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of subrogationthe Parent Guaranty would be annulled, reimbursement and contribution as set forth herein is found avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to be void pay its debts as they mature or voidable for any reasonleft with an unreasonably small capital, Parent’s rights then the obligations of subrogation and reimbursement against Purchaser, the Parent Guarantor under the Parent Guaranty shall be junior reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and subordinate to any rights Seller may have against Purchaserthe effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (e) Any modification, limitation or discharge of The Parent Guarantor shall be subrogated to all or any part rights of the Guaranteed Obligations Holders against the Subsidiaries under the Subsidiary Guaranties in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, however, that the Parent Guarantor shall not be entitled to enforce or to receive any payments arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer based upon, such right of Purchaser or any substantial part of Purchaser’s properties or assetssubrogation until the principal of, or premium, if any, and interest on all Securities issued hereunder shall have been paid in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madefull.

Parent Guaranty. (a) Parent irrevocably Parent, intending to be legally bound, and for good and valuable consideration and benefit, the receipt and sufficiency of which are acknowledged by Parent, absolutely, irrevocably, and unconditionally guarantees to the prompt, complete Sellers the due and punctual payment discharge of all of Buyer’s payment obligations of Purchaser under to the Sellers pursuant to this Agreement, in each case if, as, and when due and subject to the adjustments and limitations, if any, set forth in this Agreement (collectively, the “Guaranteed Payment Obligations”). In furtherance The guaranty by Parent of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Payment Obligations pursuant to this Section 11.16 may be enforced for money damages only. In no event shall Parent’s guaranty aggregate liability under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, 11.16 exceed the aggregate amount of the Guaranteed Payment Obligations. Parent waives all rights and provisions under applicable law that may require the Sellers to take only one action to collect the Payment Obligations or that may otherwise limit the remedies available to the Sellers to collect the Payment Obligations. Parent’s liability under this Section 11.16 is absolute, unconditional, irrevocable, and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from this Agreement or any agreement or instrument related to this Agreement that may be agreed to by Buyer. Without limiting the foregoing, the Sellers shall not be obligated to file any claim relating to the Payment Obligations in no way limitthe event that Buyer becomes subject to a bankruptcy, affectreorganization, modify or abridge similar proceeding, and the failure of any liability of Parent for any portion of the Guaranteed Obligations which have Seller to so file shall not been paid or performedaffect Parent’s obligations under this Section 11.16. (b) Seller may recover from Parent represents and warrants to the full amount Sellers, as of the Closing Date, that (i) Parent has all requisite power and authority to enter into this Agreement and consummate the transactions contemplated hereby, (ii) all corporate action on the part of Parent necessary for the authorization, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been taken prior to the Closing, (iii) this Agreement constitutes the legal, valid, and binding obligation of Parent, enforceable in accordance with the terms of this Agreement, subject to the General Enforceability Exceptions, and (iv) Parent’s execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby shall not (A) violate any provision of, result in the breach of, or constitute a default under, any law or any order, writ, injunction, or decree of any Guaranteed Obligation on demandcourt, but only after Purchaser has breached governmental agency, or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek arbitration tribunal, (B) constitute a violation of or exhaust a default under any remedy against Purchasermaterial contract, its successors and assignscommitment, indenture, lease, instrument, or other agreement or any other person obligated with respect restriction of any kind to the Guaranteed Obligations. It which Parent is agreed that Seller may, upon any breach a party or default of Purchaser of a Guaranteed Obligationbound, or at (C) result in the creation of any time thereafterencumbrance, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assignslien, or obligation under any other person. Suit may be brought and maintained against Parentsecurity agreement, at Seller’s electionindenture, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primarymortgage, absolutelien, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement agreement to which Parent is a party or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances by which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaserassets are bound. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IX, unconditionally and irrevocably and unconditionally guarantees (the prompt, complete “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual payment performance of all payment the obligations of Purchaser Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Guaranteed Seller Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. It is agreed that The Seller mayObligations shall conclusively be deemed to have been created, upon any breach contracted or default of Purchaser of a Guaranteed Obligationincurred, or at renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or provided under this Agreement (including any demand for payment or performance by Purchasernotice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, its successors not merely of collection. If for any reason whatsoever Seller shall fail or assignsbe unable to perform or comply with the Seller Obligations, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder Parent will promptly upon receipt of Purchaser or any other person as parties theretonotice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent agrees that its obligations represents that: (i) Parent has full right, authority and capacity to Seller under join in this Guaranty shall be primaryAgreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, absolutedelivery and performance by Parent of this Agreement has been duly authorized, continuing and unconditional (no other than a discharge action on the part of Parent with respect to any Guaranteed Obligation as is required in connection therewith; and (iii) this Agreement constitutes a result valid and binding obligation of performance of such Guaranteed Obligation Parent, enforceable against Parent in accordance with its terms or terms, except as a result of defenses to the performance of such Guaranteed Obligation that would enforceability may be available to Purchaser hereunder), irrespective of and unaffected limited by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditorsinsolvency, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy moratorium or other Applicable Laws or as a result laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of any dissolutionspecific performance, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue injunctive relief and remain in full force other equitable remedies and effect or be reinstated, as the case may be, all as though such payment(s) had not been madethose providing for equitable defenses.

Parent Guaranty. Parent unconditionally and irrevocably guarantees to Buyer and its successors and assigns the full and timely performance of Seller’s obligations (aincluding all indemnification and payment obligations) Parent irrevocably and unconditionally guarantees the prompt, complete and punctual payment of all payment obligations of Purchaser under pursuant to this Agreement and pursuant to any agreement, certificate, instrument or other document (including the Ancillary Agreements) required to be delivered hereunder, in each case as the same is now or may hereafter be in effect (collectively, the “Guaranteed Seller Obligations”). In furtherance of the foregoing Parent acknowledges and without limiting the generality thereofagrees that this guaranty is full, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) absolute and unconditional, is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent performance and not merely a contract of surety; collection and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall is in no way limitconditioned or contingent upon any attempt to collect from Seller, affectand no extension, modify increase, modification, amendment, waiver, consent, release or abridge extinguishment any liability of Parent for any portion of the Guaranteed Seller Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge in accordance with the terms of Parent with respect to this Agreement), or other change in any Guaranteed Seller Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guaranty, nor shall such validity and enforceability be affected by any lack of validity or enforceability of any Seller Obligation as a result of performance the application of such Guaranteed Obligation in accordance with its terms any bankruptcy, insolvency, moratorium or as a result other similar Legal Requirement relating to creditors’ rights and general principles of defenses equity to Seller. Parent hereby waives, for the benefit of Buyer, to the performance fullest extent permitted by applicable Legal Requirements, any defenses or benefits that may be derived from or afforded by law that limit the liability of such Guaranteed Obligation that or exonerate guarantors or sureties, including those which would be available to Purchaser hereunderotherwise require any election of remedies by Buyer (other than payment of the Seller Obligations) and further waives any notice (including notice of acceptance or nonpayment), irrespective of and unaffected by presentment, demand, performance, protest, suit or other action as the same pertains to Seller or any of the following actions Seller Obligations, or circumstances (regardless any right to require Buyer to proceed against Seller or to exhaust any security held by any Buyer or to pursue any other remedy with respect to any of the Seller Obligations. Buyer may at any time and from time to time without notice to or consent of Parent): (i) Parent and without impairing or releasing the genuinenessobligations of Parent under this guaranty, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating respect to any of the aboveSeller Obligations, (i) agree with Seller to make any change in the terms of the Seller Obligations, (ii) take or fail to take any action of any kind in respect of any security for the Seller Obligations, or (iii) exercise or refrain from exercising any rights against Seller or others. Parent hereby agrees shall not institute, and shall cause its Affiliates not to institute, any Action asserting that this Guaranty guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and shall continue and remain in full force and effect and shall be binding on Parent, its successors and assigns until all of the Seller Obligations have been paid and satisfied in full and shall continue to be effective or be reinstated, as the case may be, all as though such payment(s) had not been madeif at any time and to the extent that any payment of or other transaction satisfying any of the Seller Obligations is rescinded or must otherwise be returned by the recipient thereof upon the insolvency, bankruptcy, reorganization or similar event of Seller, Parent, or any other Person. Parent understands that Buyer is relying on this guaranty in entering into this Agreement. References to Buyer in this Section 11.4 shall include Buyer’s Affiliates and their successors and assigns to the extent any of them are parties to any Ancillary Agreement or other Seller Obligation.

Parent Guaranty. (a) The Parent hereby absolutely, unconditionally and irrevocably guarantees (on a joint and unconditionally guarantees several basis with the prompt, complete and other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all payment obligations of Purchaser under this Agreement Secured Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. In furtherance of the foregoing and without Without limiting the generality thereofof the foregoing, the parties hereto agree that (i) Parent’s guaranty liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any other Credit Party to the 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 the Borrower or any other Credit Party. The Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by or on account of any obligation of the Borrower or any Credit Party in accordance with this Agreement. The obligations of the Parent under this Section 11.21 (this “Guaranty”) is Article 9 constitute a guaranty of payment when due and not collectability; (ii) this Guaranty is of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Party or any other Person before or as a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, condition to the obligations of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedhereunder. (b) Seller may recover from Anything contained herein to the contrary notwithstanding, the obligations of the Parent under this Article 9 on any date shall be limited to a maximum aggregate amount equal to the full 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 Guaranteed Obligation on demandapplicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed extent that Seller may, upon any breach or default Fraudulent Transfer Law has been found in a final non-appealable judgment of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of the Parent, contingent or voidable for otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any reason, Parent’s rights liabilities of subrogation and reimbursement against Purchaser, shall the Parent in respect of intercompany indebtedness to the Borrower or other Credit Party to the extent that such indebtedness would be junior and subordinate discharged in an amount equal to the amount paid by the Parent hereunder; and (B) any liabilities of the Parent with respect to the Guaranteed Obligations; and (ii) after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights Seller may have against Purchaser. (e) Any modificationto subrogation, limitation reimbursement, indemnification or discharge of all or any part contribution of the Guaranteed Obligations arising out of Parent pursuant to applicable law or by virtue pursuant to the terms of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeagreement.

Parent Guaranty. (a) In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to Article III, Article XIV and subsection (d) below, the Parent Guarantor hereby irrevocably and unconditionally guarantees (the prompt"Parent Guaranty" and, complete together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") to each holder of a Development Companies Guaranty to the Trustee and punctual payment its successors and assigns, irrespective of all payment the validity and enforceability of the Development Companies Guaranty or the obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance any of the foregoing and without limiting Development Companies under the generality thereofDevelopment Companies Guaranty, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty all obligations of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, each of the Guaranteed Obligations shall Development Companies to the Holders or the Trustee under the Guaranty will be promptly paid in no way limitfull or performed, affect, modify or abridge any liability of Parent for any portion all in accordance with the terms of the Guaranteed Obligations which have not been paid or performedDevelopment Companies Guaranty. (b) Seller may recover from The Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent Guarantor hereby agrees that its obligations with regard to Seller under this Parent Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder)unconditional, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and or enforceability of the Development Companies Guaranty or this Agreement Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Development Company, any action to enforce the same or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of any Development Company under the Development Companies Guaranty. The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a surety court in the event of insolvency or guarantor bankruptcy of any Development Company, any right to require a proceeding first against any Development Company or right to require the prior disposition of the assets of any Development Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not be discharged except by complete performance of the obligations of the Development Companies under the Development Companies Guaranty. (c) If any Holder or the Trustee is required by any court or otherwise to return to any Development Company, or any Custodian, Trustee, or similar official acting in relation to such Development Company, any amount paid by such Development Company to the Trustee or such Holder, this Parent Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until the principal of, premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in full. The Parent Guarantor further agrees that, as between such Development Company, on the one hand, and the Holders and the Trustee, on the other than hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as otherwise provided in section 7.2 for the purposes of this Section 11.21(c))Parent Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Development Company of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in section 7.2, those obligations (whether or not due and payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Parent Guaranty. (d) To It is the extent intention of the waiver Parent Guarantor and the Development Companies that the obligations of Parent’s rights the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of subrogationthe Parent Guaranty would be annulled, reimbursement and contribution as set forth herein is found avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to be void pay its debts as they mature or voidable for any reasonleft with an unreasonably small capital, Parent’s rights then the obligations of subrogation and reimbursement against Purchaser, the Parent Guarantor under the Parent Guaranty shall be junior reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and subordinate to any rights Seller may have against Purchaserthe effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (e) Any modification, limitation or discharge of The Parent Guarantor shall be subrogated to all or any part rights of the Guaranteed Obligations Holders against the Development Companies under the Development Companies Guaranty in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, however, that the Parent Guarantor shall not be entitled to enforce or to receive any payments arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer based upon, such right of Purchaser or any substantial part of Purchaser’s properties or assetssubrogation until the principal of, or premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madefull.

Parent Guaranty. (a) The Parent hereby absolutely, unconditionally and irrevocably guarantees (on a joint and unconditionally guarantees several basis with the prompt, complete and other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all payment obligations of Purchaser under this Agreement Secured Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. In furtherance of the foregoing and without Without limiting the generality thereofof the foregoing, the parties hereto agree that (i) Parent’s guaranty liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any other Credit Party to the 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 the Borrower or any other Credit Party. The Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by the Borrower or any Credit Party in accordance with this Agreement. The obligations of the Parent under this Section 11.21 (this “Guaranty”) is Article 9 constitute a guaranty of payment when due and not collectability; (ii) this Guaranty is of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Party or any other Person before or as a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, condition to the obligations of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedhereunder. (b) Seller may recover from Anything contained herein to the contrary notwithstanding, the obligations of the Parent under this Article 9 on any date shall be limited to a maximum aggregate amount equal to the full 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 Guaranteed Obligation on demandapplicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed extent that Seller may, upon any breach or default Fraudulent Transfer Law has been found in a final non-appealable judgment of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of the Parent, contingent or voidable for otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any reason, Parent’s rights liabilities of subrogation and reimbursement against Purchaser, shall the Parent in respect of intercompany indebtedness to the Borrower or other Credit Party to the extent that such indebtedness would be junior and subordinate discharged in an amount equal to the amount paid by the Parent hereunder; and (B) any liabilities of the Parent with respect to the Guaranteed Obligations; and (ii) after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights Seller may have against Purchaser. (e) Any modificationto subrogation, limitation reimbursement, indemnification or discharge of all or any part contribution of the Guaranteed Obligations arising out of Parent pursuant to applicable law or by virtue pursuant to the terms of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeagreement.

Parent Guaranty. (a) Parent irrevocably and unconditionally Guarantor hereby guarantees the prompt, complete and punctual payment and performance by Buyer of all payment of Buyer’s obligations of Purchaser under this Agreement Agreement. (b) Parent Guarantor hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand with respect to the obligations guaranteed under this Section 11.14 (the “Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that The guarantee provided for in this Section 11.14 (this “Guarantee”) shall remain and continue in full force and effect as to any modification, extension or renewal of this Agreement. None of Seller or its obligations to Seller under this Guaranty Affiliates shall be primaryunder a duty to protect, absolute, continuing and unconditional (other than a discharge of Parent with respect to secure or insure any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms security or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected lien provided by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed collateral, and Parent Guarantor acknowledges that other indulgences or forbearance may be granted under such document, all of which may be made, done or suffered without notice to, or further consent of, Parent Guarantor. (d) Parent Guarantor hereby waives the pleading of any statute of limitations applicable to any of the Guaranteed Obligations, as a defense to the obligation hereunder. (e) PARENT GUARANTOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE SELLER TO PROCEED AGAINST BUYER BEFORE PROCEEDING UNDER THIS GUARANTEE. PARENT GUARANTOR EXPRESSLY WAIVES AND RELINQUISHES ALL SURETYSHIP RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION) APPLICABLE AGAINST SELLER ACCORDED TO PARENT GUARANTOR BY APPLICABLE LAW. (f) Parent Guarantor agrees that the validity of this Guarantee and Parent Guarantor’s obligations under this Agreement shall in connection herewith; no way be terminated, affected or impaired by reason of (i) the assertion by Seller of any rights or remedies which Seller may have under or with respect to any of the other provisions of this Agreement (ii) the failure by Seller to exercise, or delay in exercising, any extension, renewal, amendment, change, waiver right or other modification of remedy which Seller may have hereunder or in respect to this Agreement or any other document executed in connection herewithAgreement; (iii) Purchaser’s voluntary the commencement of a case under the Bankruptcy Code by or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assetsagainst Buyer; or (iv) any payment made on the obligations guaranteed by this Guarantee or any other action or circumstances indebtedness arising under this Agreement which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction required to be void refunded pursuant to the order of any court having jurisdiction over the bankruptcy or voidable for any reason, Parent’s rights insolvency of subrogation and reimbursement against Purchaser, Buyer; it being understood that no payment so refunded shall be junior and subordinate to considered as a payment of any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part portion of the Guaranteed Obligations arising out obligations guaranteed hereby, nor shall it have the effect of or by virtue reducing the liability of any bankruptcy, reorganization or similar proceeding for relief of Purchaser Parent Guarantor under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeAgreement.

Parent Guaranty. (a) Parent irrevocably and unconditionally Guarantor hereby guarantees the prompt, complete and punctual payment and performance by Buyer of all payment of Buyer’s obligations of Purchaser under this Agreement Agreement. Parent Guarantor hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand with respect to the obligations guaranteed under this Paragraph 10(m) (the “Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (iThe guarantee provided for in this Paragraph 10(m) Parent’s guaranty under this Section 11.21 (this “GuarantyGuarantee”) is a guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of payment when due and not collectability; (ii) this Guaranty is a primary obligation Agreement. None of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify Penn or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty Affiliates shall be primaryunder a duty to protect, absolute, continuing and unconditional (other than a discharge of Parent with respect to secure or insure any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms security or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected lien provided by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed collateral, and Parent Guarantor acknowledges that other indulgences or forbearance may be granted under such document, all of which may be made, done or suffered without notice to, or further consent of, Parent Guarantor. Parent Guarantor hereby waives the pleading of any statute of limitations applicable to any of the Guaranteed Obligations, as a defense to the obligation hereunder. PARENT GUARANTOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE PENN TO PROCEED AGAINST BUYER BEFORE PROCEEDING UNDER THIS GUARANTEE. PARENT GUARANTOR EXPRESSLY WAIVES AND RELINQUISHES ALL SURETYSHIP RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION) APPLICABLE AGAINST SELLER ACCORDED TO PARENT GUARANTOR BY APPLICABLE LAW. Parent Guarantor agrees that the validity of this Guarantee and Parent Guarantor’s obligations under this Agreement shall in connection herewith; no way be terminated, affected or impaired by reason of (i) the assertion by Penn of any rights or remedies which Penn may have under or with respect to any of the other provisions of this Agreement (ii) the failure by Penn to exercise, or delay in exercising, any extension, renewal, amendment, change, waiver right or other modification of remedy which Penn may have hereunder or in respect to this Agreement or any other document executed in connection herewithAgreement; (iii) Purchaser’s voluntary the commencement of a case under the Bankruptcy Code by or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assetsagainst Buyer; or (iv) any payment made on the obligations guaranteed by this Guarantee or any other action or circumstances indebtedness arising under this Agreement which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction required to be void refunded pursuant to the order of any court having jurisdiction over the bankruptcy or voidable for any reason, Parent’s rights insolvency of subrogation and reimbursement against Purchaser, Buyer; it being understood that no payment so refunded shall be junior and subordinate to considered as a payment of any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part portion of the Guaranteed Obligations arising out obligations guaranteed hereby, nor shall it have the effect of or by virtue reducing the liability of any bankruptcy, reorganization or similar proceeding for relief of Purchaser Parent Guarantor under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeAgreement.

Parent Guaranty. (a) In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to Article III, Article XIV and subsection (d) below, the Parent Guarantor hereby irrevocably and unconditionally guarantees (the prompt"Parent Guaranty" and, complete together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") to each holder of a Development Companies Guaranty and punctual payment to the Trustee and its successors and assigns, irrespective of all payment the validity and enforceability of the Development Companies Guaranty or the obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance any of the foregoing and without limiting Development Companies under the generality thereofDevelopment Companies Guaranty, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty all obligations of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, each of the Guaranteed Obligations shall Development Companies to the Holders or the Trustee under the Guaranty will be promptly paid in no way limitfull or performed, affect, modify or abridge any liability of Parent for any portion all in accordance with the terms of the Guaranteed Obligations which have not been paid or performedDevelopment Companies Guaranty. (b) Seller may recover from The Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent Guarantor hereby agrees that its obligations with regard to Seller under this Parent Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder)unconditional, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and or enforceability of the Development Companies Guaranty or this Agreement Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Development Company, any action to enforce the same or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of any Development Company under the Development Companies Guaranty. The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a surety court in the event of insolvency or guarantor bankruptcy of any Development Company, any right to require a proceeding first against any Development Company or right to require the prior disposition of the assets of any Development Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not be discharged except by complete performance of the obligations of the Development Companies under the Development Companies Guaranty. (c) If any Holder or the Trustee is required by any court or otherwise to return to any Development Company, or any Custodian, Trustee, or similar official acting in relation to such Development Company, any amount paid by such Development Company to the Trustee or such Holder, this Parent Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until the principal of, premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in full. The Parent Guarantor further agrees that, as between such Development Company, on the one hand, and the Holders and the Trustee, on the other than hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as otherwise provided in section 7.2 for the purposes of this Section 11.21(c))Parent Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Development Company of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in section 7.2, those obligations (whether or not due and payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Parent Guaranty. (d) To It is the extent intention of the waiver Parent Guarantor and the Development Companies that the obligations of Parent’s rights the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of subrogationthe Parent Guaranty would be annulled, reimbursement and contribution as set forth herein is found avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to be void pay its debts as they mature or voidable for any reasonleft with an unreasonably small capital, Parent’s rights then the obligations of subrogation and reimbursement against Purchaser, the Parent Guarantor under the Parent Guaranty shall be junior reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and subordinate to any rights Seller may have against Purchaserthe effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (e) Any modification, limitation or discharge of The Parent Guarantor shall be subrogated to all or any part rights of the Guaranteed Obligations Holders against the Development Companies under the Development Companies Guaranty in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, however, that the Parent Guarantor shall not be entitled to enforce or to receive any payments arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer based upon, such right of Purchaser or any substantial part of Purchaser’s properties or assetssubrogation until the principal of, or premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madefull.

Parent Guaranty. The Parent Guarantor, irrevocably, absolutely and un-conditionally guarantees as a primary obligor and not merely as surety to the Financing Parties the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise pursuant to the terms of each Credit Agreement), without any demand or notice whatsoever, of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (y) all other payment obligations (including, without limitation, obligations which, but for the effect of any bankruptcy, insolvency, receivership or similar proceeding, would become payable), liabilities and indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in each Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financing Documents (all such obligations under this clause (a) Parent irrevocably and unconditionally guarantees being herein collectively called the prompt, complete and punctual payment of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance ; The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the full amount of the foregoing and Guaranteed Obligations against the Parent Guarantor without limiting proceeding against the generality thereofBorrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) Guaranteed Obligations. This Parent Guaranty is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive prompt payment and performance and not of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretocollection. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.

Parent Guaranty. The rights, powers and remedies given to Beneficiaries by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Beneficiaries by virtue of any statute or rule of law or under the terms or provisions of the Selected Revolving Lender Cash Management Services or any agreement between Guarantor and one or more Beneficiaries or between any Subsidiary and one or more Beneficiaries. Any forbearance or failure to exercise, and any delay by any Beneficiary in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. If any provision of this Guaranty is held to be illegal, invalid or unenforceable, (a) Parent irrevocably the legality, validity and unconditionally guarantees enforceability of the promptremaining provisions of this Guaranty shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, complete invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. The rules of construction set forth in Sections 1.02 and punctual payment 1.05 of all payment obligations of Purchaser under the Credit Agreement shall be applicable to this Agreement (“Guaranteed Obligations”)mutatis mutandis. In furtherance This Guaranty shall inure to the benefit of the foregoing Beneficiaries and without limiting their respective successors and assigns. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY MAY BE BROUGHT IN ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR, THE GUARANTIED PARTY AND EACH BENEFICIARY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE GUARANTOR, THE GUARANTIED PARTY AND EACH BENEFICIARY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS GUARANTY. THE GUARANTOR, THE GUARANTIED PARTY AND EACH BENEFICIARY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THE GUARANTY OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, IN EACH 7 Parent Guaranty CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. If, for the generality thereofpurposes of obtaining judgment in any court, it is necessary to convert Original Currency into Other Currency, the parties hereto agree agree, to the fullest extent permitted by law, that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is the rate of exchange used shall be that at which in accordance with normal banking procedures, the Guarantied Party or a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portionBeneficiary could purchase the Original Currency with such Other Currency in New York, but not all, of New York on the Guaranteed Obligations shall in no way limit, affect, modify or abridge Business Day immediately preceding the day on which any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assignsjudgment, or any other person obligated with relevant part thereof, is given. The obligations of the Guarantor in respect of any sum due from it to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, Guarantied Party or any other person. Suit Beneficiary hereunder shall, notwithstanding any judgment in such Other Currency, be discharged only to the extent that on the Business Day following receipt by such Guarantied Party or Beneficiary of any sum adjudged to be so due in such Other Currency such Guarantied Party or Beneficiary may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms normal banking procedures purchase the Original Currency with such Other Currency; if the Original Currency so purchased is less than the sum originally due such Guarantied Party or Beneficiary in the Original Currency, the Guarantor agrees, as a result of defenses separate obligation and notwithstanding any such judgment, to indemnify such Guarantied Party or Beneficiary against such loss, and if the performance of Original Currency so purchased exceeds the sum originally due to such Guaranteed Obligation that would be available Guarantied Party or Beneficiary in the Original Currency, such Guarantied Party or Beneficiary shall remit such excess to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c))such Guarantor. (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.

Parent Guaranty. (a) The Parent irrevocably Guarantor, irrevocably, absolutely and unconditionally un-conditionally guarantees as a primary obligor and not merely as surety to the promptFinancing Parties the full and prompt payment when due (whether at the stated maturity, complete by required prepayment, declaration, acceleration, demand or otherwise pursuant to the terms of each Credit Agreement), without any demand or notice whatsoever, of (x) the principal of, premium, if any, and punctual payment of interest on the Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (y) all other payment obligations (including, without limitation, obligations which, but for the effect of Purchaser any bankruptcy, insolvency, receivership or similar proceeding, would become payable), liabilities and indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in each Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financing Documents (all such obligations under this Agreement clause (a) being herein collectively called the “Guaranteed Obligations”). In furtherance ; The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the full amount of the foregoing and Guaranteed Obligations against the Parent Guarantor without limiting proceeding against the generality thereofBorrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) Guaranteed Obligations. This Parent Guaranty is a guaranty of prompt payment when due and performance and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedcollection. (b) Seller may recover from Additionally, the Parent Guarantor, unconditionally, absolutely and irrevocably, guarantees the full amount payment of any and all Guaranteed Obligation on demand, but only after Purchaser has breached Obligations whether or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek not due or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with payable by the Borrower upon the occurrence in respect to of the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default Borrower of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances events specified in Section 7.1(e) (regardless Insolvency), Section 7.1(g) (Voluntary Insolvency Proceedings) and Section 7.1(h) (Involuntary Insolvency Proceedings (Borrower)) of any notice each Credit Agreement, and unconditionally, absolutely and irrevocably, promises to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the pay such Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for to the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or Financing Parties upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeoccurrence.

Parent Guaranty. Parent does hereby fully, absolutely, unconditionally and irrevocably guaranty the timely payment when due and owing of the obligations of Buyer (i) under Article II hereof; (ii) under Article X hereof and (iii) under each Other Agreement, in each case, (a) Parent irrevocably including all amounts Buyer is obligated to pay hereunder or under any Other Agreements in the event Buyer fails to perform its obligations thereunder or hereunder or is otherwise liable for damages pursuant hereto or thereto and unconditionally guarantees (b) to the promptextent not paid by Buyer at such time (collectively, complete and punctual payment of all payment obligations of Purchaser under this Agreement (the “Guaranteed Obligations”). In furtherance . (a) The obligations of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under Parent in this Section 11.21 (11.17 are primary and not as surety only, and this “Guaranty”) is guarantee constitutes a guaranty guarantee of payment when due and owing, and not collectability; merely of collection. Parent expressly waives any legal obligations, duty or necessity for the Stockholder to proceed first against Buyer or to exhaust any remedy it may have against Buyer. The obligations of Parent hereunder shall remain in full force and effect until all Obligations have been performed in full, without regard to, and shall not be released, discharged or in any way affected to the extent permitted by applicable Law (whether or not Parent shall have any knowledge or notice thereof) by: (i) any waiver, consent, change, extension, or indulgence in respect of any Obligation; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Buyer or Parent; (iii) any assignment or other transfer of this Agreement or any Other Agreement by the Stockholder or Buyer; (iv) any lien, charge, restriction or encumbrance affecting Buyer; (v) any sale or other disposition of all or any part of the capital stock or assets of Buyer; or (vi) any payment by Buyer which is recovered by Buyer’s trustee in bankruptcy. With the exception of any change to an Obligation which was agreed to by Buyer at a time when Parent (or a Parent Affiliate) owns less than fifty percent (50%) of a portionBuyer’s outstanding capital stock, but not alland which has the effect of increasing the Obligation from Buyer’s perspective, Parent unconditionally waives, to the extent permitted by applicable Law, notice of any of the Guaranteed matters referred to in this Section 11.17, all notices which may be required by statute, rule of law or otherwise to preserve any rights against Parent hereunder, including, without limitation, any demand, proof or notice of nonpayment of any sums payable under this Agreement or any Other Agreement (including, without limitation, any indemnity payment), any right to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Obligations, any requirement of diligence and any requirement to mitigate the damages resulting from a breach of or default under this Agreement or the Other Agreements by Buyer. With the exception of any change to an Obligation which was agreed to by Buyer at a time when Parent (or a Parent Affiliate) owns less than fifty percent (50%) of Buyer’s outstanding capital stock, and which has the effect of increasing the Obligation from Buyer’s perspective, all of the Obligations shall conclusively be deemed to have been created, contracted or incurred in no way limit, affect, modify reliance upon this guaranty and all dealings between the Stockholder and Buyer shall likewise be conclusively presumed to have been had or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedconsummated in reliance upon this guaranty. (b) Seller Parent agrees that the Stockholder may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafterand from time to time, make demand upon Parent and receive payment and performance of such Guaranteed Obligationeither before or after the due date therefor, with or without notice to or demand for further consent of Parent, extend the time of payment of, exchange or performance by Purchaser, its successors or assignssurrender any collateral for, or renew any of the Obligations, and may also make any agreement with Buyer for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification or waiver of the terms thereof or of any agreement between the Stockholder and Buyer or any such other person. Suit may be brought and maintained against Parent, at Seller’s electionPerson, without joinder in any way impairing or affecting the provisions of Purchaser or any other person as parties theretothis Section 11.17. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing pay on demand all reasonable fees and unconditional out-of-pocket expenses (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to including the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of reasonable fees and unaffected by any expenses of the following actions or circumstances (regardless of any notice to or consent of Parent): (iStockholder’s counsel) incurred by the genuineness, validity, regularity and enforceability Stockholder in the enforcement of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c))11.17 against Parent. (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, This Section 11.17 shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect and be binding upon Parent and its successors and assigns until payment in full of all of the Obligations. If any of the present or future Obligations are guaranteed by any Persons in addition to Parent, the death, release or discharge, in whole or in part, or the bankruptcy, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of Parent under this Section 11.17. (e) No failure to exercise and no delay in exercising, on the part of the Stockholder, any right, remedy, power or privilege provided for in this Section 11.17 shall operate as a waiver thereof, nor shall any single or partial exercise by the Stockholder of any right, remedy, power or privilege hereunder preclude any other or future exercise of any such right, remedy, power or privilege. Each and every right, remedy, power and privilege granted to the Stockholder under this Section 11.17 or allowed to it by applicable Law shall be reinstatedcumulative and not exhaustive of any other, as and may be exercised by the case may be, all as though such payment(s) had not been madeStockholder from time to time.

Parent Guaranty. (a) Purchaser Parent hereby unconditionally and irrevocably and unconditionally guarantees (the prompt, complete “Purchaser Parent Guaranty”) to Sellers the due and punctual payment of all payment obligations amounts due and payable by Purchaser to Sellers under or arising out of Purchaser under this Agreement after the date hereof, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement, as applicable (the “Guaranteed Obligations”). In furtherance The Guaranteed Obligations shall include Purchaser’s obligation to pay the Purchase Price and Deferred Purchase Price in accordance with Section 1.4 of this Agreement and Purchaser’s obligation to satisfy all indemnification and other payment obligations of the foregoing Purchaser pursuant to Section 9.4 of this Agreement. Purchaser Parent guarantees as principal obligor and without limiting not as surety the generality thereofprompt performance and payment of all Guaranteed Obligations (if any), the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is being a guaranty guarantee of payment if and when due and not collectability; (ii) this a guarantee of collection. The Purchaser Parent Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment contingent upon the pursuit by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached rights or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy remedies against Purchaser, its successors such pursuit being hereby waived by Purchaser Parent. The obligations, covenants, agreements and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default duties of Purchaser Parent hereunder shall not be released, affected or impaired in any way by the voluntary or involuntary liquidation, sale or disposition of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder assets of Purchaser or the merger or consolidation of Purchaser with any other person as parties thereto. (c) Person. The Purchaser Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing binding upon all successors and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief assigns of Purchaser under Applicable Law initiated by or against Purchaser Parent and shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstateduntil all of the Guaranteed Obligations have been satisfied in full. (b) In furtherance of the preceding clause (a), Purchaser Parent hereby represents and warrants to Sellers, as follows: (i) Purchaser Parent is a corporation duly incorporated and validly existing under the case may belaws of Delaware. (ii) The execution, delivery and performance by Purchaser Parent of this Agreement are within Purchaser Parent’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (A) Purchaser Parent’s organizational documents, (B) any contractual restriction binding on or affecting Purchaser Parent or (iii) applicable Law. (iii) No authorization or approval by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by Purchaser Parent of this Agreement. (iv) There is no action, suit or proceeding now pending or, to the best of Purchaser Parent’s knowledge, threatened against Purchaser Parent before any court, administrative body or arbitral tribunal that could be reasonably likely to have a material adverse effect on Purchaser Parent’s ability to perform its obligations under the Purchaser Parent Guaranty. (v) Purchaser Parent has the financial capacity to pay and perform the Guaranteed Obligations under the Purchaser Parent Guaranty, and all funds necessary for Purchaser Parent to fulfill the Guaranteed Obligations under the Purchaser Parent Guaranty shall be available to Purchaser Parent for so long as though such payment(s) had not been madethe Purchaser Parent Guaranty shall remain in effect in accordance with Section 11.24(a).

Parent Guaranty. (a) Parent irrevocably Parent, intending to be legally bound, and for good and valuable consideration and benefit, the receipt and sufficiency of which are acknowledged by Parent, absolutely, irrevocably, and unconditionally guarantees to the prompt, complete Sellers the due and punctual payment discharge of all of Buyer’s payment obligations of Purchaser under to the Sellers pursuant to this Agreement, in each case if, as, and when due and subject to the adjustments and limitations, if any, set forth in this Agreement or the Elite Note (collectively, the “Guaranteed Payment Obligations”). In furtherance The guaranty by Parent of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Payment Obligations pursuant to this Section 11.16 may be enforced for money damages only. In no event shall Parent’s guaranty aggregate liability under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, 11.16 exceed the aggregate amount of the Guaranteed Payment Obligations. Parent waives all rights and provisions under applicable law that may require the Sellers to take only one action to collect the Payment Obligations or that may otherwise limit the remedies available to the Sellers to collect the Payment Obligations. Parent’s liability under this Section 11.16 is absolute, unconditional, irrevocable, and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from this Agreement or any agreement or instrument related to this Agreement that may be agreed to by Buyer. Without limiting the foregoing, the Sellers shall not be obligated to file any claim relating to the Payment Obligations in no way limitthe event that Buyer becomes subject to a bankruptcy, affectreorganization, modify or abridge similar proceeding, and the failure of any liability of Parent for any portion of the Guaranteed Obligations which have Seller to so file shall not been paid or performedaffect Parent’s obligations under this Section 11.16. (b) Seller may recover from Parent represents and warrants to the full amount Sellers, as of the Closing Date, that (i) Parent has all requisite power and authority to enter into this Agreement and consummate the transactions contemplated hereby, (ii) all corporate action on the part of Parent necessary for the authorization, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been taken prior to the Closing, (iii) this Agreement constitutes the legal, valid, and binding obligation of Parent, enforceable in accordance with the terms of this Agreement, subject to the General Enforceability Exceptions, and (iv) Parent’s execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby shall not (A) violate any provision of, result in the breach of, or constitute a default under, any law or any order, writ, injunction, or decree of any Guaranteed Obligation on demandcourt, but only after Purchaser has breached governmental agency, or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek arbitration tribunal, (B) constitute a violation of or exhaust a default under any remedy against Purchasermaterial contract, its successors and assignscommitment, indenture, lease, instrument, or other agreement or any other person obligated with respect restriction of any kind to the Guaranteed Obligations. It which Parent is agreed that Seller may, upon any breach a party or default of Purchaser of a Guaranteed Obligationbound, or at (C) result in the creation of any time thereafterencumbrance, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assignslien, or obligation under any other person. Suit may be brought and maintained against Parentsecurity agreement, at Seller’s electionindenture, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primarymortgage, absolutelien, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement agreement to which Parent is a party or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances by which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaserassets are bound. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.

Parent Guaranty. (a) Parent irrevocably The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the promptSellers as the primary obligor and not as a mere surety, complete the due and punctual payment of the Purchase Price pursuant to Section 2.3 and any Purchase Price Adjustment pursuant to Section 2.9 (with all payment obligations of Purchaser costs and expenses incurred by Sellers or the Sellers' Representative in connection with enforcing their rights under this Agreement (Section 11.18, collectively, the “Guaranteed Obligations”). In furtherance of The Guarantor’s obligations and liabilities hereunder shall be limited to payment obligations only, and the foregoing and without limiting Guarantor shall have no obligation to perform (other than with respect to payment) under this Agreement. If for any reason whatsoever Buyer fails to pay, observe, perform or discharge the generality thereofGuaranteed Obligations when due, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty Guarantor shall promptly, upon receipt of payment when due notice thereof from the Sellers' Representative, pay, observe, perform or discharge such Guaranteed Obligations, as directed by the Sellers' Representative, as if such payment, observance, performance or discharge constituted the direct and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract the Guarantor. The Guarantor shall make all payments that are due to the Sellers hereunder, as applicable, by wire transfer of surety; and (iii) payment by Parent of a portion, but not all, of immediately available funds to the Guaranteed Obligations Paying Agent who shall then distribute such amounts to the Sellers in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedaccordance with this Agreement. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent The Guarantor hereby agrees that its the Guarantor’s obligations to Seller under this Guaranty shall be primary, absolute, Section 11.18 are a continuing guarantee and unconditional (other than a discharge that the validity of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to this Section 11.18 and the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any obligations of the following actions Guarantor hereunder will not be released, discharged, terminated, affected, diminished or circumstances (regardless of any notice to impaired, in whole or consent of Parent): in part, by reason of: (i) the genuinenessany insolvency, validitybankruptcy, regularity and enforceability of this Agreement reorganization or any other document executed in connection herewithsimilar proceeding affecting Buyer; (ii) any extensionchange in the organization, renewalexistence, amendmentstructure or ownership of Buyer (including any liquidation, change, waiver winding up or other modification of this Agreement or any other document executed in connection herewithdissolution thereof); (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit adequacy of creditors, reorganization, or similar proceedings affecting Purchaser or any other means the Sellers may have of obtaining satisfaction of any of its assetsthe Guaranteed Obligations; or (iv) any other action change in the time, place or circumstances which might otherwise constitute a legal manner or equitable discharge or defense payment of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment, modification or assignment of any of the terms or provisions of this Agreement. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defense arising out by reason of or any Law that would otherwise require any election of remedies by Sellers. The Guarantor hereby waives promptness, diligence, notice of the acceptance of the Guarantor’s guarantee under this Section 11.18 and of the Guaranteed Obligations, presentment, demand for payment, notice of nonperformance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (except for notices to be provided to Buyer in accordance with this Agreement), any right to require the marshalling of assets of Buyer, all defenses that may be available by virtue of any bankruptcyvaluation, reorganization or similar proceeding for relief of Purchaser under Applicable stay, moratorium Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws similar Law now or as a result hereafter in effect and all suretyship defenses generally. The Guarantor acknowledges that the Guarantor will receive substantial direct and indirect economic and other benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 11.18 are knowingly made in contemplation of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby such benefits. The Guarantor agrees that this Guaranty shall Section 11.18 will continue and remain in full force and effect to be effective or will be reinstated, as the case may be, if at any time payment, or any part thereof, by Buyer is rescinded or must otherwise be restored by the Sellers upon the bankruptcy of Buyer or otherwise. (c) The Guarantor represents and warrants to the Sellers as follows: (i) it is duly organized and validly existing under the laws of its jurisdiction of organization, it has all requisite power and authority to execute, deliver and perform this Agreement, the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action, and do not contravene any provision of the Guarantor’s organizational documents, any contract to which it is a party or any applicable Law or contractual restriction binding on the Guarantor or its assets; (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; and (iii) this Agreement constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights and remedies generally, and subject, as though such payment(s) had not been madeto enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity).

Parent Guaranty. (ai) Parent Subject to the ENLC Percentage Limit, ENLC hereby irrevocably and unconditionally guarantees, and (ii) subject to the ENLK Percentage Limit, ENLK hereby irrevocably and unconditionally guarantees to Seller the prompt, complete prompt and punctual payment full performance and discharge by Buyer of all payment any of Buyer’s monetary obligations of Purchaser under this Agreement to the extent occurring at or prior to the Closing (the “Guaranteed Closing Guaranty”), and Parent covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Closing Obligations”); and (ii) ENLK hereby irrevocably and unconditionally guarantees Buyer’s monetary obligations with respect to the Subsequent Securities Payment (the “Post-Closing Guaranty” and, together with the Closing Guaranty, the “Parent Guaranty”), and ENLK covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Post-Closing Obligations” and, together with the Closing Obligations, the “Buyer Obligations”). In furtherance No failure or delay or lack of the foregoing and without limiting the generality demand, notice or diligence in exercising any right under this Parent Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the parties hereto agree that (i) Parent’s guaranty exercise of any other right under this Section 11.21 (this “Parent Guaranty”) . The Closing Guaranty is a an absolute, unconditional and continuing guaranty of payment when due and performance and not collectability; of collection and actions may be brought hereunder against any or all of Buyer, ENLK and/or ENLC, as applicable, irrespective of whether any action is brought against the others or any of the others is joined in such action (ii) this which shall include the right to proceed, at Seller’s option, directly against ENLK and/or ENLC, as applicable). The Post-Closing Guaranty is a primary obligation an absolute, unconditional and continuing guaranty of Parent payment and performance and not merely a contract of surety; collection and actions may be brought hereunder against any or both of Buyer or ENLK irrespective of whether any action is brought against the other or the other is joined in such action (iii) payment by Parent of a portionwhich shall include the right to proceed, but not allat Seller’s option, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performeddirectly against ENLK). (b) Seller may recover from The Buyer Obligations have been, and shall conclusively be deemed to have been, created, contracted or incurred in reliance upon the Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors Guaranty and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon all dealing between Parent and Buyer, on the one hand, and Seller, on the other hand, have been and shall likewise be conclusively presumed to have been consummated in reliance upon this Parent Guaranty. Parent acknowledges that it will receive payment substantial direct and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretoindirect benefit from the transactions contemplated hereby. (c) Parent Notwithstanding the foregoing, Seller hereby covenants and agrees that Parent may assert, as a defense to such payment or performance by Buyer, or as an affirmative claim against Seller or its obligations Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set-offs and defenses that Buyer could assert (subject to Seller under this Guaranty shall be primary, absolute, continuing and unconditional a “final determination” (other than a discharge of Parent as defined in Section 9.7) with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses Interim Indemnity Obligation) pursuant to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability terms of this Agreement or any other document executed pursuant to applicable Law in connection herewith; therewith (ii) including any extension, renewal, amendment, change, waiver breach by Seller or other modification the Company of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)Agreement). (d) To Each of ENLC and ENLK has all legal right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each of ENLC and ENLK of this Agreement has been duly and validly authorized and approved. This Agreement has been duly executed and delivered by each of ENLC and ENLK and is a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the extent the waiver of Parent’s rights of subrogation, reimbursement Bankruptcy and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against PurchaserEquity Exception. (e) Any modificationNotwithstanding anything to the contrary in this Agreement or otherwise, limitation Buyer shall be irrevocably obligated to pay to Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(d) and Section 2.3(e). Without in any way limiting the generality of the foregoing, Buyer shall be obligated to pay Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3 (d) and Section 2.3(e) notwithstanding any breach or discharge alleged breach of all this Agreement by Seller, the Company, Buyer or any other Person, except as applicable in connection with the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”. The full amount of the Subsequent Securities Payment (for clarity, as determined after giving effect to the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”) shall be paid in accordance with the terms of Section 2.3(d) and Section 2.3(e) without any reduction for any reason including any claim of or reduction for set off (including any such claim arising out of a breach or alleged breach of this Agreement). (f) Buyer, ENLK and any other party obligated to pay, or liable for payment of, the Subsequent Securities Payment or any part thereof waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time all without prejudice to Seller. Seller shall similarly have the right to deal in any way, at any time, with one or more of the Guaranteed Obligations arising out foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of the Subsequent Securities Payment, or by virtue to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any bankruptcyParty hereunder. (g) Following the Closing and prior to the Subsequent Securities Payment being paid in full by Buyer, reorganization if Buyer or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in ENLK becomes subject to any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws insolvency proceeding, then in any such case the Subsequent Securities Payment shall automatically become due and payable, without any notice or as any other action by Seller, the next Business Day immediately succeeding the occurrence of such event. (h) Buyer and ENLK acknowledge that the Subsequent Securities Payment was a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result necessary component of the appointment of any receiverconsideration to induce Seller to enter into this Agreement, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or and that Seller would not have entered into this Agreement to sell the Securities unless Buyer had agreed to be irrevocably obligated to pay the Subsequent Securities Payment as provided in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeAgreement.

Parent Guaranty. (a) Parent Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees the promptguarantees, complete and punctual payment of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a as primary obligation of Parent obligor and not merely a contract of as surety; , the due and (iii) punctual payment by Parent of a portion, but the monetary obligations of Parent under Section 6.16 (Tax Matters) and ARTICLE VIII. This guaranty is an irrevocable guaranty of payment (and not all, just of collection) and shall continue in effect notwithstanding any extension or modification of the Guaranteed Obligations shall in no way limitterms of this Agreement, affect, modify any assumption of any such guaranteed obligation by any other Party or abridge any liability other act or event that might otherwise operate as legal or equitable discharge of Parent for any portion Guarantor under this Section 9.16. Parent Guarantor agrees that it shall pay on demand all costs and expenses (including reasonable attorneys’ fees) incurred by the Buyer Indemnified Parties in connection with enforcing this Section 9.16, which amounts shall be in addition to all other obligations under this Section 9.16. There are no conditions precedent to the enforcement of the Guaranteed Obligations which have not been paid or performedthis Section 9.16. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its The obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms Guarantor hereunder shall not be affected by or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): contingent upon (i) the genuinenessliquidation or dissolution of, validityor the merger or consolidation of Parent with or into any Person or any sale or transfer by Parent of all or any part of its property or assets, regularity and enforceability (ii) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Parent, (iii) any modification, alteration, amendment or addition of or to this Agreement or any other document executed in connection herewith; (ii) any extensionAncillary Document, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any disability or any other action defense of Parent or circumstances which any other Person and any other circumstance whatsoever (with or without notice to or knowledge of Parent Guarantor) that may or might in any manner or to any extent vary the risks of Parent Guarantor or might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor (or otherwise. In connection with the foregoing, Parent Guarantor waives presentment for payment or performance, notice of nonpayment or nonperformance, or demand, diligence or protest; provided, however, Parent Guarantor shall have available to it all defenses that Parent would have in the event of an action by the Buyer Indemnified Parties against Parent to enforce this Agreement, other than as otherwise provided any defenses arising from bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Parent. (c) All dealings between the Parent Guarantor and Parent, on the one hand, and the Buyer Indemnified Parties, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Section 9.16. Parent Guarantor acknowledges that they will receive substantial direct and indirect benefits from the transactions contemplated hereby and that the waivers and agreements by Parent Guarantor set forth in this Section 11.21(c))9.16 are knowingly made in contemplation of such benefits. (d) To Parent Guarantor hereby represents and warrants as follows: (i) Parent Guarantor is a trust validly existing under the extent Laws of the waiver State of Parent’s rights Utah, and has all power and authority to execute, deliver and perform the obligations created by this Section 9.16; (ii) the execution and delivery of subrogationthis Agreement by Parent Guarantor and the performance of its obligations under this Agreement has been duly and validly authorized and approved by all necessary organizational action; and (iii) the execution and delivery of this Agreement by Parent Guarantor and the performance of its obligations under this Agreement does not, reimbursement and contribution will not as set forth herein is found by a court of competent jurisdiction to be void each Closing, violate its Organizational Documents or voidable for any reasonapplicable Law, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to or any rights Seller may have against Purchasermaterial contractual restriction binding on Parent Guarantor or its assets. (e) Any modificationSections 9.1 through 9.10, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy9.12, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser and ARTICLE I shall not modifyapply to this Section 9.16, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been mademutatis mutandis.

Parent Guaranty. (a) Parent hereby irrevocably and unconditionally guarantees to the prompt, complete Buyer Indemnified Parties the due and punctual payment and performance of all payment Seller’s indemnification obligations of Purchaser under this Agreement (collectively, the “Guaranteed Obligations”). In furtherance of ; provided that no Buyer Indemnified Party shall seek or be entitled to any recourse under the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under guarantee set forth in this Section 11.21 10.14 (this the “Guaranty”) is unless and until the applicable Buyer Indemnified Parties shall have made a guaranty of claim and demand for payment when due from Seller and not collectability; Seller has not, within five Business Days, made payment in full of, or performed in full, such Guaranteed Obligations (ii) this in each case, a “Default”). This Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent is, subject to the occurrence of a portionDefault, but not allan absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Seller of the Guaranteed Obligations shall in no way limitand not of collection. Upon the occurrence of a Default, affect, modify or abridge any liability the obligations of Parent for hereunder with respect to the underlying matter of such Default shall become immediately due and payable to the applicable Buyer Indemnified Party; provided that, to the extent Parent is called upon to satisfy any portion Guaranteed Obligation on behalf of Seller, Parent shall have all of the Guaranteed Obligations which rights and defenses that Seller would have not been paid had Seller performed such obligation directly. Claims under this Guaranty may be made on one or performedmore occasions. No failure on the part of any Buyer Indemnified Party to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 10.14 shall operate as a waiver thereof, nor shall any single or partial exercise by any Buyer Indemnified Party of any right, remedy or power pursuant to this Section 10.14 preclude any other or future exercise of any right, remedy or power pursuant to this Section 10.14. (b) Seller may recover from Parent the hereby represents and warrants and covenants to Buyer that: (i) Parent has full amount of any Guaranteed Obligation on demandcorporate or other organizational (as applicable) power and authority to execute and deliver this Agreement and to perform its obligations hereunder, but only after Purchaser (ii) this Agreement has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors been duly executed and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon delivered by Parent and receive payment (iii) assuming the due authorization, execution and performance delivery by the other Parties hereto of such Guaranteed Obligationthis Agreement, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought this Agreement constitutes a valid and maintained against legally binding obligation of Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation enforceable against it in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder)terms, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment except for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c))Enforceability Exceptions. (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.

Parent Guaranty. (a) In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to subsection (d) below, the Parent Guarantor hereby irrevocably and unconditionally guarantees (the prompt"Parent Guaranty" and, complete together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") to the Lender and punctual payment its successors and assigns, irrespective of all payment the validity and enforceability of the Subsidiary Guaranty or the obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance any of the foregoing and without limiting Subsidiaries under the generality thereofSubsidiary Guaranty, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty all obligations of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, each of the Guaranteed Obligations shall Subsidiaries to the Lender under the Subsidiary Guaranty will be promptly paid in no way limitfull or performed, affect, modify or abridge any liability of Parent for any portion all in accordance with the terms of the Guaranteed Obligations which have not been paid or performedSubsidiary Guaranty. (b) Seller may recover from The Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent Guarantor hereby agrees that its obligations with regard to Seller under this Parent Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder)unconditional, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and or enforceability of the Subsidiary Guaranty or this Agreement Agreement, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Subsidiary, any action to enforce the same or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of any Subsidiary under the Subsidiary Guaranty. The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a surety court in the event of insolvency or guarantor bankruptcy of any Subsidiary, any right to require a proceeding first against any Subsidiary or right to require the prior disposition of the assets of any Subsidiary to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not be discharged except by complete performance of the obligations of the Subsidiaries under the Subsidiary Guaranty. (c) If the Lender is required by any court or otherwise to return to any Subsidiary, or any Custodian or similar official acting in relation to such Subsidiary, any amount paid by such Subsidiary to the Lender, this Parent Guaranty, to the extent 72 78 theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Lender in respect of any obligations guaranteed hereby until all the Revolving Obligations shall have been paid in full and the Revolving Loan Commitment shall have been terminated. The Parent Guarantor further agrees that, as between such Subsidiary, on the one hand, and the Lender, on the other than hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as otherwise provided in Section 6.2 for the purposes of this Parent Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Subsidiary of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in Section 11.21(c))6.2, those obligations (whether or not due and payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Parent Guaranty. (d) To It is the extent intention of the waiver Parent Guarantor and the Subsidiaries that the obligations of Parent’s rights the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of subrogationthe Parent Guaranty would be annulled, reimbursement and contribution as set forth herein is found avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to be void pay its debts as they mature or voidable for any reasonleft with an unreasonably small capital, Parent’s rights then the obligations of subrogation and reimbursement against Purchaser, the Parent Guarantor under the Parent Guaranty shall be junior reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and subordinate to any rights Seller may have against Purchaserthe effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (e) Any modification, limitation or discharge of The Parent Guarantor shall be subrogated to all or any part rights of the Guaranteed Obligations Lender against the Subsidiaries under the Subsidiary Guaranty in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, however, that the Parent Guarantor shall not be entitled to enforce or to receive any payments arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer based upon, such right of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of subrogation until all the above, Parent hereby agrees that this Guaranty Revolving Obligations shall continue and remain have been paid in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not Revolving Loan Commitment shall have been madeterminated.

Parent Guaranty. (a) Parent To induce the Company, the Shareholders and the Shareholder Representative to enter into this Agreement, Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to Company and unconditionally guarantees the promptShareholder Indemnified Parties (the “Guaranteed Parties”) the due and timely payment, complete performance and punctual payment discharge (and not merely collection) of all payment obligations of Purchaser Buyer under this Agreement (collectively, the “Guaranteed Obligations”) when due and/or payable (the “Guarantee”). In furtherance , in each case as if the Obligations were direct and primary obligations of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedGuarantor. (b) Seller Guarantor hereby waives any rights it may recover have to require the Guaranteed Parties to proceed first against or claim payment from Parent Buyer before enforcing the full amount Obligations directly against Guarantor, with the intent that Guarantor shall be liable to the Guaranteed Parties as a principal debtor on the Obligations as if it had entered into all undertakings, agreements and other obligations jointly and severally with Buyer. Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Parties to assert any claim or demand or to enforce any right or remedy against Buyer; (ii) any change in the time, place or manner of payment of any Guaranteed Obligation on demandof the Obligations or any rescission, but only after Purchaser has breached waiver, compromise, consolidation or defaulted on such Guaranteed other amendment to or modification of any of the terms or provisions of this Agreement (other than any waiver, amendment or modification of any Obligation. Nothing herein shall require Seller to first seek ) made in accordance with the terms hereof or exhaust any remedy against Purchaserother agreement evidencing, its successors and assignssecuring or otherwise executed in connection with any of the Obligations; or (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer or any other person obligated now or hereafter liable with respect to any of the Guaranteed Obligations. It is agreed that Seller may, upon any breach Obligations or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance otherwise interested in the transactions contemplated by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretothis Agreement. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primaryTo the fullest extent permitted by applicable Law, absoluteGuarantor hereby waives promptness, continuing diligence, notice of the acceptance of the Guarantee and unconditional of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than a discharge notices expressly required to be provided to Buyer pursuant to this Agreement), all defenses that may be available by virtue of Parent any valuation, stay, moratorium, or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Buyer or any other person now or hereafter liable with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions Obligations or circumstances (regardless of any notice to or consent of Parent): (i) otherwise interested in the genuinenesstransactions contemplated by this Agreement, validity, regularity and enforceability of all suretyship defenses. Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement or any other document executed in connection herewith; (ii) any extensionand that the Guarantee, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for including specifically the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided waivers set forth in this Section 11.21(c))11.18, are knowingly made in contemplation of such benefits. The Shareholder Representative and Shareholders are hereby authorized from time to time, without notice or demand and without affecting the liability of the Guarantor, to extend the time for payment of the Obligations, to accept partial payment on the Obligations and to settle, release, compromise, collect or otherwise liquidate the Obligations, in any manner, without affecting or impairing the obligations of Guarantor; provided that any such settlement, release, compromise, collection or liquidation shall reduce the Obligations pro tanto. (d) To Guarantor agrees to pay the extent costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction Guaranteed Parties in connection with any Action brought or maintained against Guarantor to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaserenforce the Guarantee. (e) Any modification, limitation or discharge of all or any part Guarantor covenants that the Guarantee will not be discharged except by the complete payment and performance of the Guaranteed Obligations arising out of or by virtue of and any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s other obligations hereunder contained in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeSection 11.18(d).

Parent Guaranty. (a) Parent irrevocably and unconditionally guarantees the prompt, complete and punctual payment of all payment obligations of Purchaser under To induce Seller to enter into this Agreement (“Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereofAgreement, the parties hereto agree that undersigned sole stockholder of Buyer (ithe “Guarantor”) Parent’s guaranty under this Section 11.21 hereby unconditionally and irrevocably guarantees (this the “Guaranty”), as a principal and not as a surety, to Seller and its successors and assigns all payment and performance obligations of Buyer arising hereunder and shall indemnify Seller for any costs and expenses (including attorneys’ fees and expenses) is incurred by Seller in enforcing this Guaranty. This Guaranty shall be a guaranty continuing guarantee and shall be a guarantee of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent performance and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other personcollection. Suit may be brought and maintained or demand may be made against ParentBuyer or Guarantor, at or against any one or more of them, separately or together, without impairing the rights or remedies of Seller. Seller shall not be required to make any demand upon Buyer, or to pursue or exhaust all of Seller’s electionrights or remedies against Buyer, without joinder prior to making any demand on or invoking any of Purchaser or any other person as parties thereto. (c) Parent Seller’s rights and remedies against the Guarantor. Guarantor hereby agrees that its neither Seller’s rights or remedies nor Guarantor’s obligations to Seller under the terms of this Guaranty shall be primaryreleased, absolutediminished, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms impaired, reduced or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected affected by any of claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration. Seller may, at any time and from time to time, without the following actions consent of, or circumstances notice to, Guarantor, and without discharging Guarantor from its obligation hereunder: (regardless of a) amend, modify, alter or supplement this Agreement; (b) exercise, or refrain from exercising, any notice to or consent of Parent): (i) the genuinenessrights against Buyer, validity, regularity and enforceability of this Agreement Guarantor or any other document executed in connection herewithperson; and (iic) take collateral to secure the payment and performance obligations of Buyer and Guarantor. Guarantor agrees that Seller shall not be required to provide Buyer with any extension, renewal, amendment, change, waiver or other modification of notice pursuant to this Agreement or Guaranty and that no failure to give any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable such notice shall discharge or defense of a surety or guarantor (other than as otherwise provided diminish the liability which Guarantor would have had under this Guaranty if such notice had been given. This Guaranty is binding not only on Guarantor, but also on Guarantor’s heirs, successors and assigns. RADNET, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., President All references to Sections and Articles in this Section 11.21(c)). (d) To Appendix A shall be references to the extent the waiver of Parent’s rights of subrogation, reimbursement Sections and contribution as Articles set forth herein in that certain Stock Purchase Agreement, dated November 7, 2011, by and between Buyer and Seller, to which this Appendix A is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation attached and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaserinto which it is incorporated. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.

Parent Guaranty. In consideration of IFM extending credit to Vascutech pursuant to the terms of the Subordinated Note, the undersigned, Vascutech, Inc., a corporation organized and existing under the laws of Delaware and the 100% parent of Vascutech (a) Parent irrevocably and the "Guarantor"), hereby unconditionally guarantees to IFM that Vascutech will duly and punctually pay or perform, at the promptplace specified therefor, complete (i) all obligations under the Subordinated Note and the Transaction Documents (the "Obligations"), and (ii) without limitation of the foregoing, all fees, costs and expenses incurred by IFM in attempting to collect or enforce any of the foregoing (collectively the "Guaranteed Obligations"). This guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment performance by Parent of a portion, but not all, Vascutech of the Guaranteed Obligations shall and not of their collectibility only and is in no way limit, affect, modify or abridge conditioned upon any liability of Parent for requirement that IFM first attempt to collect any portion of the Guaranteed Obligations which have not been paid from Vascutech or performed. (b) Seller may recover from Parent the full amount resort to any security or other means of obtaining payment of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to of the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default Upon the occurrence of Purchaser an Event of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent Default under (and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (idefined in) the genuinenessSubordinated Note by Vascutech, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out shall, at the option of IFM, become forthwith due and payable to IFM without demand or by virtue notice of any bankruptcynature, reorganization or similar proceeding for relief all of Purchaser under Applicable Law initiated which are expressly waived by or against Purchaser shall the Guarantor. Payments by the Guarantor hereunder may be required by IFM on any number of occasions. The Guarantor further agrees, as the principal obligor and not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference guarantor only, to pay to IFM forthwith upon demand, in funds immediately available to IFM, all reasonable costs and expenses (including court costs and legal expenses) incurred or fraudulent conveyance or must otherwise be restored or returned expended by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or IFM in connection with any compromise or settlement relating to any of this guaranty and the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeenforcement thereof.

Parent Guaranty. (a) Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and unconditionally guarantees not merely as surety, the prompt, complete due and punctual payment by Owners of all payment the monetary obligations of Purchaser Owners under this Agreement Section 6.12 (“Guaranteed Obligations”)Tax Matters) and ARTICLE VIII. In furtherance This guaranty is an irrevocable guaranty of payment (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the foregoing and without limiting the generality thereofterms of this Agreement, the parties hereto agree any assumption of any such guaranteed obligation by any other Party or any other act or event that (i) Parent’s guaranty might otherwise operate as legal or equitable discharge of Parent Guarantor under this Section 11.21 9.15. Parent Guarantor agrees that it shall pay on demand all costs and expenses (including reasonable attorneys’ fees) incurred by the Buyer Indemnified Parties in connection with enforcing this “Guaranty”) is a guaranty Section 9.15, which amounts shall be in addition to all other obligations under this Section 9.15. There are no conditions precedent to the enforcement of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedSection 9.15. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its The obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms Guarantor hereunder shall not be affected by or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): contingent upon (i) the genuinenessliquidation or dissolution of, validityor the merger or consolidation of Owners with or into any Person or any sale or transfer by Owners of all or any part of its property or assets, regularity and enforceability (ii) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Owners, (iii) any modification, alteration, amendment or addition of or to this Agreement or any other document executed in connection herewith; (ii) any extensionAncillary Document, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any disability or any other action defense of Owners or circumstances which any other Person and any other circumstance whatsoever (with or without notice to or knowledge of Parent Guarantor) that may or might in any manner or to any extent vary the risks of Parent Guarantor or might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor (or otherwise. In connection with the foregoing, Parent Guarantor waives presentment for payment or performance, notice of nonpayment or nonperformance, or demand, diligence or protest; provided, however, Parent Guarantor shall have available to it all defenses that Owners would have in the event of an action by the Buyer Indemnified Parties against Owners to enforce this Agreement, other than as otherwise provided any defenses arising from bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Owners. (c) All dealings between the Parent Guarantor and Owners, on the one hand, and the Buyer Indemnified Parties, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Section 9.15. Parent Guarantor acknowledges that they will receive substantial direct and indirect benefits from the transactions contemplated hereby and that the waivers and agreements by Parent Guarantor set forth in this Section 11.21(c))9.16 are knowingly made in contemplation of such benefits. (d) To Parent Guarantor hereby represents and warrants as follows: (i) Parent Guarantor is a trust validly existing under the extent Laws of the waiver State of Parent’s rights Utah, and has all power and authority to execute, deliver and perform the obligations created by this Section 9.15; (ii) the execution and delivery of subrogationthis Agreement by Parent Guarantor and the performance of its obligations under this Agreement has been duly and validly authorized and approved by all necessary organizational action; and (iii) the execution and delivery of this Agreement by Parent Guarantor and the performance of its obligations under this Agreement does not, reimbursement and contribution will not as set forth herein is found by a court of competent jurisdiction to be void each Closing, violate its Organizational Documents or voidable for any reasonapplicable Law, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to or any rights Seller may have against Purchasermaterial contractual restriction binding on Parent Guarantor or its assets. (e) Any modificationSections 9.1 through 9.9, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy9.11, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser and ARTICLE I shall not modifyapply to this Section 9.15, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been mademutatis mutandis.

Parent Guaranty. (a) The Parent hereby unconditionally and irrevocably guarantees to each of the Sellers, as primary obligor and unconditionally guarantees not merely as surety, the promptperformance of, complete and punctual payment compliance with, all obligations, covenants, warranties and undertakings of all payment obligations of Purchaser under each Buyer contained in this Agreement (“Guaranteed Obligations”the "GUARANTY"). In furtherance The Parent hereby waives promptness, diligence, demand, protest and notice as to the obligations and covenants guaranteed hereby and acceptance of the foregoing and without limiting the generality thereofthis Guaranty, the parties hereto agree right to require the Sellers to exhaust remedies against any other person and waives any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Parent as a guarantor. The Parent hereby waives all claims of waiver, release, surrender, abstraction or compromise and all set-offs, counterclaims, cross-claims, recoupments or other defenses that (i) Parent’s guaranty under it may have against the Sellers. The Parent agrees to pay the costs and expenses in connection with the enforcement of this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from The obligations of the Parent the full amount hereunder are unconditional and irrevocable and will not be discharged by: (i) any modification of, or amendment or supplement to, this Agreement; (ii) any furnishing or acceptance of security or any exchange or release of any Guaranteed Obligation on demandsecurity; (iii) any waiver, but only after Purchaser has breached consent or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to first seek any Buyer or exhaust any remedy against Purchaserchange in the structure of any Buyer; (iv) any insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution, or similar proceedings with respect to any Buyer; or (f) any other occurrence whatsoever, except performance in full of all obligations of the Buyers in accordance with the terms and conditions of this Agreement. (c) This Guaranty shall: (a) be binding upon the Parent, its successors and assigns, or any other person obligated with respect ; (b) inure to the Guaranteed Obligations. It is agreed that benefit of, and be enforceable by, each Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or and assigns, or any other person. Suit may be brought ; and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as until the case may be, performance in full of all as though such payment(s) had not been madeobligations of each Buyer and the Parent in accordance with the terms and provisions of this Agreement.

Parent Guaranty. (a) Parent hereby fully and irrevocably guarantees to the Seller Parties and unconditionally guarantees their respective successors and assigns the prompt, complete prompt payment and punctual payment performance of all payment obligations of Purchaser the Buyer arising under this Agreement or the Ancillary Documents (collectively, the “Guaranteed Obligations”). In furtherance of , in full and when due, in accordance with their terms (the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed). (b) Parent hereby further agrees that if any of the Guaranteed Obligations requiring payment or performance are not paid or performed in full when due, Parent will promptly, but not later than five Business Days of receipt of demand, pay or perform the same without any demand or notice. The Seller may recover from Parent enforce Parent’s obligations under this Section 10.21 without first suing the full amount of Buyer or joining the Buyer in any Guaranteed Obligation on demandsuit against Parent, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek enforcing any rights and remedies against the Buyer or exhaust otherwise pursuing or asserting any remedy claims or rights against Purchaser, its successors and assigns, the Buyer or any other person obligated Person or any of its or their property which may also be liable with respect to the Guaranteed Obligationsmatters for which Parent is liable under this Section 10.21. It The Guaranty is agreed that Seller maya full, upon any breach or default unconditional, irrevocable, absolute and continuing guarantee of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance and not a guarantee of collection, and Parent shall remain liable on the Guaranteed Obligations hereunder until the Guaranteed Obligations have been satisfied in full. Parent hereby represents and warrants to the Seller Parties as follows: (i) Parent is receiving fair consideration and reasonably equivalent value for its execution of this Agreement; (ii) Parent is not now insolvent, nor will the execution of this Agreement render Parent insolvent; (iii) the execution of this Agreement will not leave Parent with unreasonably small capital or assets in order to conduct the business of Parent as it is currently conducted; (iv) the obligations incurred under the Guaranty have not been incurred with the intent to hinder, delay, or defraud present or future creditors; and (v) the execution of this Agreement is not intended or believed by Parent to be an incurrence of an obligation or debt of Parent beyond Parent’s ability to pay such Guaranteed Obligationobligation or debt as it becomes due. The provision of the Guaranty by Parent is a necessary condition to induce the Seller to enter into this Agreement and entry into this Agreement by the Seller is of substantial economic benefit to the Buyer and, with therefore, beneficial to Parent. 77 Nothing in the foregoing clauses (a), (b) and (c) shall limit the ability of Parent to assert any and all defenses, counterclaims or without notice or demand for offsets that the Buyer may have to payment or performance by Purchaserof the Guaranteed Obligations, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect defenses that the Buyer may possess relating to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and lack of validity or enforceability of this Agreement against the Buyer arising from the Buyer’s defective organization or lack of qualification to do business in any other document executed in connection herewith; applicable jurisdiction, (ii) any extension, renewal, amendment, change, waiver the Buyer’s lack of limited liability company authority to enter into or other modification of perform this Agreement or any other document executed in connection herewith; the due execution and delivery thereof, or (iii) Purchaser’s voluntary or involuntary the termination of existence, dissolution, liquidation, insolvency, bankruptcy, assignment for the benefit of creditors, reorganizationreceivership, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part reorganization of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeBuyer.

Parent Guaranty. A. In consideration of the benefits inuring to the Foresight Parties, including Foresight LP and the Reorganized Parent (aForesight LP and the Reorganized Parent, collectively, the “Parent Guarantor”) pursuant to this Master Agreement, the receipt and sufficiency of which is acknowledged by them without limitation to the NRP Parties to be sufficient and adequate, the Parent irrevocably and Guarantor hereby unconditionally guarantees the prompt, complete punctual performance and punctual payment of all payment of the Foresight Parties’ obligations of Purchaser and covenants under this Master Agreement (“Guaranteed Obligations”). In furtherance and the Consenting Counterparty Agreements, including without limitation, the payment of all Alternative Payments, including payment of the foregoing Past Due Amounts, tonnage royalty and without limiting the generality thereofminimum payments, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due property tax reimbursements, and not collectability; (ii) this indemnity obligations, as provided herein and therein. The Parent Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided set forth in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, Article V shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect beginning on the Effective Date of this Master Agreement and continuing until all obligations of the Foresight Parties under this Master Agreement and the Consenting Counterparty Agreements, and any and all renewals and extensions thereof, have been fully satisfied and discharged by the Foresight Parties or waived in writing by the NRP Parties. The provisions of this Article V shall be reinstatedbinding upon Parent Guarantor and Parent Guarantor’s successors and assigns, and shall inure to the benefit of the NRP Parties and their successors and assigns; provided that, the obligations of Parent Guarantor under this Article V may not be assigned by Parent Guarantor without the advance written consent of NRP, which consent may be withheld in NRP’s sole discretion. 2 For all purposes under this Agreement the term “trade fixture” is defined as an item of personal property that is attached or annexed to the case Leased Premises (as defined in the respective Consenting Counterparty Agreement) by a Foresight Party for the purpose of carrying on the Consenting Counterparty’s business. or attached or annexed to any real estate used by a Foresight Party in operations for the mining of the coal within said Leased Premises for the purpose of carrying on the Foresight Party’s business, regardless of the means by which the item has been attached or annexed to the real estate and without regard to the intent of the Foresight Party with regard to permanency or any other factor. B. This Parent Guaranty is a guaranty of payment and performance and not of collection. Parent Guarantor hereby waives notice of acceptance of this guaranty and all other notices in connection herewith or in connection with the liabilities, obligations and duties guaranteed hereby, including notices to it of default by any Foresight Party under this Master Agreement or under any Consenting Counterparty Agreements, and Parent Guarantor hereby waives diligence, presentment, protest, demand and suit on the part of any NRP Party in the enforcement of any liability, obligation or duty guaranteed hereby. Parent Guarantor further agrees that no NRP Party shall be required to first or concurrently enforce against any Foresight Party or any other person, any liability, obligation or duty guaranteed hereby before seeking enforcement thereof against Parent Guarantor. The liabilities or obligations of Parent Guarantor under this Article V shall not be affected by any indulgence, compromise, waiver, settlement or variation of terms which may bebe extended to any Foresight Party by any NRP Party, or agreed upon by any Foresight Party, on the one hand, and any NRP Party, on the other hand, and shall not be affected by any permitted assignment or sublease by any Foresight Party of its interest in this Master Agreement or any Consenting Counterparty Agreement, nor shall the liabilities or obligations of Parent Guarantor hereunder be affected by the insolvency, bankruptcy (voluntary or involuntary), or reorganization of any Foresight Party, nor by the voluntary or involuntary liquidation, sale, or other disposition of all as though or substantially all of the assets of any Foresight Party. C. The NRP Parties shall be entitled to bring any suit, action or proceeding directly against Parent Guarantor for the enforcement of any provision of this Article V, and it shall not be necessary in any such payment(ssuit, action or proceeding to make any other Foresight Party a party thereto. This Parent Guaranty may not be modified or amended without the prior written consent of NRP and Parent Guarantor and any attempted modification or amendment without such consent shall be null and void. D. Each of Parent Guarantor and each Foresight Party represents and warrants to the NRP Parties that (i) had no representations or agreements of any kind have been made to Parent Guarantor which would limit or qualify in any way the terms of this guaranty; (ii) Parent Guarantor has full power, right and authority to enter into this guaranty; and (iii) the provisions of this Article V do not conflict with or result in a default under any agreement or other instrument binding upon Parent Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Parent Guarantor and no consent of any party, which consent has not been madeobtained, is required by Parent Guarantor, or any of them, to enter into and deliver this guaranty. E. The Parties acknowledge and agree that the terms and provisions of the Hillsboro Guaranty shall remain in full force and effect and that Parent Guarantor’s obligations thereunder shall continue in addition to Parent Guarantor’s obligations hereunder. F. If any Consenting Counterparty Agreement is assigned or otherwise transferred (whether in connection with the transfer of all or substantially all of the equity or assets of any Foresight Subsidiary (as defined below)) to any other entity of which Parent Guarantor is not the ultimate parent company, including to any affiliate of the Foresight Parties that is not the ultimate parent company and whether or not such transfer or assignment requires the consent of any NRP Party pursuant to the terms of such Consenting Counterparty Agreement (such transferee, the “Foresight Transferee”), Parent Guarantor’s obligations under this Section V. shall forever cease with respect to the specific obligations transferred to the Foresight Transferee; provided, however, that no Consenting Counterparty Agreement may be assigned or otherwise transferred (even if such assignment or transfer is permitted under the terms of the applicable Consenting Counterparty Agreement) unless the ultimate parent of the Foresight Transferee also shall agree to guaranty all obligations to the NRP Parties under such Consenting Counterparty Agreement and agree to be bound by all terms and conditions of this Article V.

Parent Guaranty. (a) The Parent hereby absolutely, irrevocably and unconditionally guarantees to the prompt, complete Seller the due and punctual payment payment, performance and discharge of all payment the Buyer’s obligations of Purchaser under this Agreement and each of the other Transaction Documents, to the same extent and on the same terms and conditions and subject to the same defenses as applicable to such obligations by the Buyer (the “Guaranteed Obligations”). . (i) If the Buyer fails to discharge its Guaranteed Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any such Guaranteed Obligations or operated as a discharge thereof) for any reason or no reason, the Seller may at any time and from time to time, at the Seller’s option, and so long as the Buyer has failed to perform any of its Guaranteed Obligations, take any and all actions available hereunder or under Law to enforce the Parent’s obligations hereunder in respect of such Guaranteed Obligations. (ii) In furtherance of the foregoing and without limiting the generality thereofforegoing, the parties hereto agree Parent acknowledges that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is the Seller may, in its sole and absolute discretion, bring and prosecute a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of separate Proceeding against the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of the Guaranteed Obligations, regardless of whether a Proceeding is brought against the Buyer or whether the Buyer is joined in any Guaranteed Obligation on demandsuch Proceeding. The Parent acknowledges and agrees that in addition to any rights of the Seller set forth in this Section 9.14, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein with respect to the Buyer, the Seller shall require Seller to first seek or exhaust any remedy against Purchaser, its successors have the rights and assigns, or any other person obligated remedies specified in this Agreement. (iii) The Parent’s liability with respect to the Guaranteed Obligations. It Obligations is agreed that Seller mayabsolute, upon unconditional, irrevocable and continuing irrespective of (A) any breach modification, amendment or default waiver of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations consent to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of departure from this Agreement or any other document executed in connection herewith; (ii) assignment by the Buyer of all or any extension, renewal, amendment, change, waiver or other modification portion of its rights under this Agreement in accordance with Section 9.5, (B) the absence of any Proceeding to enforce the Guaranteed Obligations, (C) the liquidation, dissolution or any other document executed in connection herewith; winding up of the Buyer, (iiiD) Purchaser’s voluntary or involuntary the insolvency, bankruptcy, assignment for reorganization or similar proceeding of the benefit of creditors, reorganizationBuyer, or similar proceedings affecting Purchaser or any of its assets; or (ivE) any other action or circumstances which might circumstance that may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To guarantor. The Parent hereby waives promptness, diligence, presentment, demand of payment, filings of claims with any court, any right to require a proceeding first against the extent Buyer, protest or notice with respect to the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the applicable Guaranteed Obligations arising out of or by virtue of any bankruptcyand all demands whatsoever, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect and covenants that the Parent’s obligations hereunder in any manner whatsoeverwill not be discharged except by complete performance of the Guaranteed Obligations. If at any time In the event that any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, under this Section 9.14 is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance rescinded or must otherwise be restored returned for any reason (other than in each case to the same extent and on the same terms and conditions and subject to the same defenses as applicable to such obligations by the Buyer), the Parent shall remain liable hereunder as if such payment had not been made. This guarantee is an unconditional and continuing guarantee of payment and performance when due and not merely of collection. This guarantee may not be revoked or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty terminated and shall continue and remain in full force and effect and shall be binding on the Parent and its respective successors and assigns until all amounts payable and other obligations by the Parent under this guarantee with respect to the Guaranteed Obligations have been fully performed or indefeasibly paid in full. (b) The Parent hereby represents and warrants that: (i) The Parent is an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate power to own, lease and operate its properties and to carry on its business as it is now conducted. (ii) The Parent has all necessary corporate power and authority to execute and deliver and to carry out the terms of this Agreement. The execution, delivery and performance by the Parent of this Agreement and the consummation of the Transactions have been duly and validly authorized by all requisite corporate action on the part and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. (iii) This Agreement has been duly executed and delivered by the Parent and, assuming the due authorization, execution and delivery by the other parties, constitutes a legal, valid and binding obligation of the Parent, enforceable in accordance with its terms, except as limited by the Remedies Exception. (iv) The Parent is not subject to or obligated under any Law, Contract or Order, which would be reinstatedbreached or violated or under which there would be a conflict or default, as a result of the case may beParent’s execution, all as though delivery or performance of this Agreement or the consummation of the Transactions, except any such payment(s) had breach, violation, conflict or default that would not been madeor would not reasonably be expected to materially delay or materially impact the Parent’s ability to comply with its obligations hereunder.

Parent Guaranty. (ai) Parent Subject to the ENLC Percentage Limit, ENLC hereby irrevocably and unconditionally guarantees, and (ii) subject to the ENLK Percentage Limit, ENLK hereby irrevocably and unconditionally guarantees to Seller the prompt, complete prompt and punctual payment full performance and discharge by Buyer of all payment any of Buyer’s monetary obligations of Purchaser under this Agreement to the extent occurring at or prior to the Closing (the “Guaranteed Closing Guaranty”), and Parent covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Closing Obligations”); and (ii) ENLK hereby irrevocably and unconditionally guarantees Buyer’s monetary obligations with respect to the Subsequent Securities Payment (the “Post-Closing Guaranty” and, together with the Closing Guaranty, the “Parent Guaranty”), and ENLK covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Post-Closing Obligations” and, together with the Closing Obligations, the “Buyer Obligations”). In furtherance No failure or delay or lack of the foregoing and without limiting the generality demand, notice or diligence in exercising any right under this Parent Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the parties hereto agree that (i) Parent’s guaranty exercise of any other right under this Section 11.21 (this “Parent Guaranty”) . The Closing Guaranty is a an absolute, unconditional and continuing guaranty of payment when due and performance and not collectability; of collection and actions may be brought hereunder against any or all of Buyer, ENLK and/or ENLC, as applicable, irrespective of whether any action is brought against the others or any of the others is joined in such action (ii) this which shall include the right to proceed, at Seller’s option, directly against ENLK and/or ENLC, as applicable). The Post-Closing Guaranty is a primary obligation an absolute, unconditional and continuing guaranty of Parent payment and performance and not merely a contract of surety; collection and actions may be brought hereunder against any or both of Buyer or ENLK irrespective of whether any action is brought against the other or the other is joined in such action (iii) payment by Parent of a portionwhich shall include the right to proceed, but not allat Seller’s option, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performeddirectly against ENLK). (b) Seller may recover from The Buyer Obligations have been, and shall conclusively be deemed to have been, created, contracted or incurred in reliance upon the Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors Guaranty and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon all dealing between Parent and Buyer, on the one hand, and Seller, on the other hand, have been and shall likewise be conclusively presumed to have been consummated in reliance upon this Parent Guaranty. Parent acknowledges that it will receive payment substantial direct and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretoindirect benefit from the transactions contemplated hereby. (c) Parent Notwithstanding the foregoing, Seller hereby covenants and agrees that Parent may assert, as a defense to such payment or performance by Buyer, or as an affirmative claim against Seller or its obligations Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set-offs and defenses that Buyer could assert (subject to Seller under this Guaranty shall be primary, absolute, continuing and unconditional a “final determination” (other than a discharge of Parent as defined in Section 9.7) with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses Interim Indemnity Obligation) pursuant to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability terms of this Agreement or any other document executed pursuant to applicable Law in connection herewith; therewith (ii) including any extension, renewal, amendment, change, waiver breach by Seller or other modification the Company of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)Agreement). (d) To Each of ENLC and ENLK has all legal right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each of ENLC and ENLK of this Agreement has been duly and validly authorized and approved. This Agreement has been duly executed and delivered by each of ENLC and ENLK and is a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the extent the waiver of Parent’s rights of subrogation, reimbursement Bankruptcy and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against PurchaserEquity Exception. (e) Any modificationNotwithstanding anything to the contrary in this Agreement or otherwise, limitation Buyer shall be irrevocably obligated to pay to Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(d) and Section 2.3(e). Without in any way limiting the generality of the foregoing, Buyer shall be obligated to pay Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(d) and Section 2.3(e) notwithstanding any breach or discharge alleged breach of all this Agreement by Seller, the Company, Buyer or any other Person, except as applicable in connection with the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”. The full amount of the Subsequent Securities Payment (for clarity, as determined after giving effect to the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”) shall be paid in accordance with the terms of Section 2.3(d) and Section 2.3(e) without any reduction for any reason including any claim of or reduction for set off (including any such claim arising out of a breach or alleged breach of this Agreement). (f) Buyer, ENLK and any other party obligated to pay, or liable for payment of, the Subsequent Securities Payment or any part thereof waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time all without prejudice to Seller. Seller shall similarly have the right to deal in any way, at any time, with one or more of the Guaranteed Obligations arising out foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of the Subsequent Securities Payment, or by virtue to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any bankruptcyParty hereunder. (g) Following the Closing and prior to the Subsequent Securities Payment being paid in full by Buyer, reorganization if Buyer or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in ENLK becomes subject to any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws insolvency proceeding, then in any such case the Subsequent Securities Payment shall automatically become due and payable, without any notice or as any other action by Seller, the next Business Day immediately succeeding the occurrence of such event. (h) Buyer and ENLK acknowledge that the Subsequent Securities Payment was a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result necessary component of the appointment of any receiverconsideration to induce Seller to enter into this Agreement, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or and that Seller would not have entered into this Agreement to sell the Securities unless Buyer had agreed to be irrevocably obligated to pay the Subsequent Securities Payment as provided in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeAgreement.

Parent Guaranty. (a) The Parent hereby absolutely, unconditionally and irrevocably and unconditionally guarantees (the prompt, complete and undertaking by the Parent under this Article VIII being the "Parent Guaranty") the punctual payment when due, whether at scheduled maturity or at a date fixed for prepayment or by acceleration, demand or otherwise under the terms of the Loan Documents, of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge and agrees to pay any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. and all expenses (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s electionincluding, without joinder limitation, reasonable fees and expenses of Purchaser or any other person as parties thereto. (ccounsel) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected incurred by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser Agents or any of its assets; or (iv) any the other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided Secured Parties in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to enforcing any rights Seller may have against Purchaser. (e) Any modificationunder this Parent Guaranty and the other Loan Documents. Without limiting the generality of the foregoing, limitation or discharge of the Parent's liability shall extend to all or any amounts that constitute part of the Guaranteed Obligations arising out and would be owed by any of the other Loan Parties to any of the Agents or by virtue any of any the other Secured Parties under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. (b) The Parent, and by its acceptance of this Parent Guaranty, each of the Agents and each of the other Secured Parties, hereby confirms that it is the intention of all such Persons that this Parent Guaranty and the Obligations of the Parent hereunder not constitute a fraudulent transfer or conveyance for purposes of the United States Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to the protection of creditors' rights or the relief of Purchaser debtors to the extent applicable to this Parent Guaranty and the Obligations of the Parent hereunder. To effectuate the foregoing intention, the Parent, each of the Agents and each of the other Secured Parties hereby irrevocably agree that the Guaranteed Obligations and all of the other liabilities of the Parent under Applicable Law initiated by this Parent Guaranty shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent that are relevant under such laws, and after giving effect to any collections from, any rights to receive contributions from, or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not payments made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator on behalf of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the aboveSubsidiaries of the Parent in respect of the Obligations of such Subsidiary under the Subsidiary Guaranty and, in the case of the Parent, this Parent Guaranty, result in the Guaranteed Obligations and all other liabilities of the Parent under this Parent Guaranty not constituting a fraudulent transfer or conveyance. (c) The Parent hereby unconditionally and irrevocably agrees that that, in the event any payment shall be required to be made to the Secured Parties under this Parent Guaranty, the Subsidiary Guaranty or any other guarantee, the Parent shall continue contribute, to the maximum extent permitted by applicable law, such amounts to each of the Subsidiaries of the Parent party to the Subsidiary Guaranty and remain each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in full force and effect or be reinstated, as respect of the case may be, all as though such payment(s) had not been madeLoan Documents.

Parent Guaranty. (a) Parent irrevocably hereby guarantees to Seller the full and unconditionally guarantees the prompt, complete and punctual payment timely performance by Recipient of all payment of the duties and obligations of Purchaser Recipient under this Agreement (such duties and obligations, the “Guaranteed Obligations”). In furtherance The obligations of Parent under this ‎Section 9.15 shall constitute a present and continuing guarantee of payment and performance and not merely of collectability. Parent agrees that the foregoing Guaranteed Obligations will not be discharged, except by complete performance or payment of such Guaranteed Obligations and without limiting the generality thereofwill not be discharged, the parties hereto agree that affected, or impaired in any way, or subject to any defense, set-off, deduction, or counterclaim whatsoever, by reason of (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty any failure or delay on the part of payment when due and not collectabilitySeller to assert any claim or demand or to enforce any right or remedy against Recipient; (ii) this Guaranty is a primary obligation any change in the time (including any extension of Parent and not merely a contract the time), place, or manner of surety; and (iii) payment by Parent or performance of a portion, but not all, any of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid amendment or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assignsmodification to, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller maywaiver under, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document agreement evidencing, securing, or otherwise executed in connection herewith; (ii) with any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewiththe Guaranteed Obligations; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part obligation of the Guaranteed Obligations Recipient arising out of or by virtue of any bankruptcy, reorganization reorganization, or similar proceeding for relief of Purchaser debtors under Applicable any Law hereafter initiated by or against Purchaser Recipient or Recipient’s Affiliates (collectively, “Recipient Bankruptcy Proceedings”); (iv) any change in the corporate existence, structure, or ownership of Recipient, Parent, or any other Person interested in the transactions contemplated by this Agreement; or (v) the adequacy of any other means Seller may have of obtaining payment or performance of any of the Guaranteed Obligations. Parent further agrees that its liability under this Section 9.15 with respect to the Guaranteed Obligations is absolute and unconditional and shall be enforceable against Parent to the same extent as if Parent were the primary obligor (and not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoevermerely a surety) under this Agreement. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, under this Agreement is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance rescinded or must be otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise Recipient Bankruptcy Proceedings or settlement relating otherwise, Parent’s obligations hereunder with respect to any of the above, Parent hereby agrees that this Guaranty such payment shall continue and remain in full force and effect be reinstated upon such restoration or be reinstated, as the case may bereturn being made by Seller, all as though such payment(s) payment had not been made.

Parent Guaranty. (ai) Parent irrevocably For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to each Multicurrency Subsidiary Borrower and to issue and participate in Letters of Credit, the Company hereby absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future obligations including without limitation the promptObligations, complete of each Multicurrency Subsidiary Borrower to the Agent, the Lenders, and punctual payment any holder of all payment obligations a Note, or any of Purchaser them, under this Agreement or with respect to the Loan Documents, whether for principal, interest, fees, expenses or otherwise (“collectively, the "Guaranteed Obligations”"). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; . (ii) The Company waives notice of the acceptance of this Guaranty is a primary obligation guaranty and of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, the extension or continuation of the Guaranteed Obligations shall or any part thereof. The Company further waives presentment, protest, notice of notices delivered or demand made on any Multicurrency Subsidiary Borrower or action or delinquency in no way limitrespect of the Guaranteed Obligations or any part thereof, affectincluding any right to require the Agent and the Lenders to ▇▇▇ such Multicurrency Subsidiary Borrower, modify any other guarantor or abridge any other corporation, limited liability company, natural person, firm, joint venture, partnership, trust, unincorporated organization, enterprise, government or any department or agency of Parent for any government ("Person") obligated with respect to the Guaranteed Obligations or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Obligations or any part thereof, and PROVIDED FURTHER that if at any time any payment of any portion of the Guaranteed Obligations which have is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of any of the Multicurrency Subsidiary Borrowers or otherwise, the Company's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been paid made and whether or performednot the Agent or the Lenders are in possession of this guaranty. The Agent and the Lenders shall have no obligation to disclose or discuss with the Company their assessments of the financial condition of the Multicurrency Subsidiary Borrowers. (iii) This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demandfailure or omission to enforce any right, but only after Purchaser has breached power or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Multicurrency Subsidiary Borrower or the insolvency, bankruptcy or any other change in the legal status of any Multicurrency Subsidiary Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any Multicurrency Subsidiary Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Multicurrency Subsidiary Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that Seller may, upon the Company's liability hereunder is several and independent of any breach other guaranties or default of Purchaser of a Guaranteed Obligation, or other obligations at any time thereafterin effect with respect to the Guaranteed Obligations or any part thereof and that the Company's liability hereunder may be enforced regardless of the existence, make demand validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Multicurrency Subsidiary Borrower of the Guaranteed Obligations in the manner agreed upon Parent between the Multicurrency Subsidiary Borrower and receive payment the Agent and performance the Lenders. (iv) The Company agrees that, as between the Company on the one hand, and the Lenders and the Agent, on the other hand, the obligations of each Multicurrency Subsidiary Borrower guaranteed under this Section 8.19 may be declared to be forthwith due and payable, or may be deemed automatically to have been accelerated, as provided in Section 6.2 hereof for purposes of this Section 8.19, notwithstanding any stay, injunction or other prohibition (whether in a bankruptcy proceeding affecting such Multicurrency Subsidiary Borrower or otherwise) preventing such declaration as against such Multicurrency Subsidiary Borrower and that, in the event of such declaration or automatic acceleration, such obligations (whether or not due and payable by such Multicurrency Subsidiary Borrower) shall forthwith become due and payable by the Company for purposes of this Section 8.19. (v) None of the Lenders nor the Agent nor any Person acting for or on behalf of the Lenders or the Agent shall have any obligation to ▇▇▇▇▇▇▇▇ any assets in favor of the Company or against or in payment of any or all of the Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, Obligations. If the Company or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any makes a payment or portion payments to any Lender or the Agent, which payment or payments or any part thereof of any Guaranteed Obligationare subsequently invalidated, whether declared to be fraudulent or not made by or for the account of Parentpreferential, is set aside by and/or required to be repaid, the Company, such other guarantor or any court other Person, or trustee having jurisdiction as a voidable preference their respective estates, trustees, receivers or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser any other party, including, without limitation, the Company, under any insolvencybankruptcy law, bankruptcy state or other Applicable Laws federal law, common law or as a result equitable cause, then, to the extent of any dissolutionsuch payment or repayment, liquidation or reorganization of Purchaser or upon or as a result the part of the appointment of any receiverGuaranteed Obligations which has been paid, intervenor reduced or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty satisfied by such amount shall continue be reinstated and remain continued in full force and effect as of the time immediately preceding such initial payment, reduction or be reinstatedsatisfaction. (vi) This guaranty shall continue in effect until the earlier of (a) the later of (i) the Termination Date, as and (b) the case may be, date on which this Agreement has otherwise expired or been terminated in accordance with its terms and all as though such payment(s) had not of the Guaranteed Obligations have been madepaid in full in cash. The remainder of this page remains intentionally blank.

Parent Guaranty. (a) To induce Purchaser to enter into this Agreement, Parent (in such capacity, the “Guarantor”) hereby absolutely, irrevocably and unconditionally guarantees to Purchaser the prompt, complete due and punctual payment performance and discharge of all payment Vendor’s obligations of Purchaser under this Agreement Agreement, to the same extent and on the same terms and conditions and subject to the same defenses as apply to such obligations by Vendor (which includes, without limitation, Vendor’s obligation to pay the Termination Fee, if and when applicable) (the “Guaranteed Obligations”). If any Vendor fails to discharge its Guaranteed Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any such Guaranteed Obligations or operated as a discharge thereof), Purchaser may at any time and from time to time, at Purchaser’s option, and so long as any Vendor has failed to perform any of its Guaranteed Obligations, take any and all actions available hereunder or under Law to enforce the Guarantor’s obligations hereunder in respect of such Guaranteed Obligations. In furtherance of the foregoing foregoing, the Guarantor acknowledges that Purchaser may, in its sole and without absolute discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s liabilities hereunder in respect of the Guaranteed Obligations, regardless of whether action is brought against the Vendor or whether the Vendor is joined in any such action or actions. The Guarantor acknowledges and agrees that in addition to any rights of Purchaser set forth in this Section 10.13, with respect to the Vendor, Purchaser shall have the rights and remedies specified in this Agreement. The Guarantor’s liability with respect to the Guaranteed Obligations is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from this Agreement. Without limiting the generality thereofforegoing, Purchaser shall not be obligated to file any claim relating to the parties hereto agree Guaranteed Obligations in the event that (i) Parentthe Vendor becomes subject to any insolvency, bankruptcy, reorganization or similar proceeding, and the failure of Purchaser to so file shall not affect the Guarantor’s guaranty obligations hereunder. In the event that any payment under this Section 11.21 10.13 is rescinded or must otherwise be returned for any reason (this “Guaranty”) other than 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 the Vendor), the Guarantor shall remain liable hereunder as if such payment had not been made. This guarantee is a guaranty an unconditional and continuing guarantee of payment when due and not collectability; (ii) this Guaranty is a primary obligation merely of Parent collection, and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge be required to proceed against the Vendor first before proceeding against the Guarantor hereunder. This guarantee may not be revoked or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty terminated and shall continue and remain in full force and effect and shall be binding on the Guarantor and its respective successors and assigns until all amounts payable by the Guarantor under this guarantee with respect to the Guaranteed Obligations have been indefeasibly paid in full. (b) Guarantor hereby represents and warrants that: (i) The execution, delivery and performance of this Agreement by the Guarantor and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement; (ii) This Agreement has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery by the other parties, constitutes a legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except to the extent that enforceability may be reinstatedlimited by applicable bankruptcy, as reorganization, insolvency, moratorium or other laws affecting the case may beenforcement of creditors’ rights generally and by general principles of equity, all as though regardless of whether such payment(senforceability is considered in an Action at Law or equity; and (iii) had Guarantor is not been madesubject to or obligated under any Law, or any agreement, instrument, license, franchise or permit, or any order, writ, injunction or decree, which would be breached or violated by Guarantor’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except any such breach or violation that would not impair Guarantor’s ability to comply with its obligations hereunder.

Parent Guaranty. (a) Parent irrevocably hereby absolutely and unconditionally guarantees the promptguarantees, complete and punctual payment of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is as a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent performance and not merely as a contract guaranty of surety; collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and (iii) payment by Parent of a portion, but not allat all times thereafter, of the Guaranteed Obligations, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Agent and any Lender in connection with the collection or enforcement thereof, and whether recovery upon such Obligations may be or hereafter become unenforceable or shall in no way limitbe an allowed or disallowed claim under any proceeding or case commenced by or against Parent or any Borrower under the Bankruptcy Code, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, successor statute or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller mayliquidation, upon any breach or default of Purchaser of a Guaranteed Obligationconservatorship, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar proceedings debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting Purchaser the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Agent’s and the Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Parent and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. The guaranty under this §7.1 (this “Guaranty”) shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of its assets; any collateral therefor, or (iv) by any other action fact or circumstances circumstance relating to the Guaranteed Obligations which might otherwise constitute a legal defense to the obligations of Parent under this Guaranty, and Parent hereby irrevocably waives any defenses it may now have or equitable discharge hereafter acquire in any way relating to any or defense all of a surety the foregoing. (b) Parent shall make all payments hereunder without setoff or guarantor counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Parent is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Agent or any Lender) is imposed upon Parent with respect to any amount payable by it hereunder, Parent will pay to such Person, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Person to receive the same net amount which such Person would have received on such due date had no such obligation been imposed upon Parent. Parent will deliver promptly, upon written demand, to the Agent and the Lenders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Parent hereunder. The obligations of Parent under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Credit Agreement. (c) Parent consents and agrees that the Agent and the Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise provided change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale thereof as the Lender in its sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, Parent consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of Parent under this Section 11.21(c))Guaranty or which, but for this provision, might operate as a discharge of Parent. (d) To Parent waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other guarantor, or the extent cessation from any cause whatsoever (including any act or omission of the waiver Agent or any Lender) of the liability of any Borrower; (b) any defense based on any claim that Parent’s rights obligations exceed or are more burdensome than those of subrogation, reimbursement and contribution as set forth herein is found by a court any Borrower; (c) the benefit of competent jurisdiction to be void or voidable for any reason, statute of limitations affecting Parent’s rights liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of subrogation and reimbursement against Purchaserany right to participate in any security now or hereafter held by the Agent or any Lender; and (f) to the fullest extent permitted by law, shall any and all other defenses or benefits that may be junior derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, in each case, of any kind or nature whatsoever with respect to Parent’s payment and subordinate performance of the Guarantied Obligations. Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to any rights Seller may have against Purchaserthe Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. (e) Any modificationThe obligations of Parent hereunder are those of primary obligor, limitation or discharge of all or any part and not merely as surety, and are independent of the Guaranteed Obligations arising out of or by virtue and the obligations of any bankruptcyother guarantor, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or and a separate action may be brought against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, Parent to enforce this Guaranty whether or not made any Borrower or any other person or entity is joined as a party. (f) Parent shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any commitments of the Agent and the Lenders or facilities provided by or the Agent and the Lenders with respect to the Guaranteed Obligations are terminated. If any amounts are paid to Parent in violation of the foregoing limitation, then such amounts shall be held in trust for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result benefit of the appointment Agent and the Lenders and shall forthwith be paid to the Agent, for the benefit of any receiveritself and the Lenders, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any reduce the amount of the aboveGuaranteed Obligations, Parent hereby agrees that whether matured or unmatured. (g) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and all commitments of the Agent and the Lenders or facilities provided by the Agent and the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue and remain in full force and effect or be reinstatedrevived, as the case may be, if any payment by or on behalf of any Borrower or Parent is made, or the Agent or any Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as though if such payment(s) payment had not been mademade or such setoff had not occurred and whether or not the Agent is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Parent under this paragraph shall survive termination of this Guaranty. (h) Parent hereby subordinates the payment of all obligations and indebtedness of the Borrowers owing to Parent, whether now existing or hereafter arising, including but not limited to any obligation of the Borrowers to Parent as subrogee of the Agent or any Lender or resulting from Parent’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Agent so requests, any such obligation or indebtedness of the Borrowers to Parent shall be enforced and performance received by Parent as trustee for the Agent and the Lenders and the proceeds thereof shall be paid over to the Agent, for the benefit of itself and the Lenders, on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of Parent under this Guaranty. (i) In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against Parent or any Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by Parent immediately upon demand by the Agent.

Parent Guaranty. (a) To induce the Company to enter into this Agreement, Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and unconditionally guarantees not merely as surety, to the promptCompany the full, complete and punctual timely payment and performance by Parent and Merger Sub (each of all payment obligations Parent and Merger Sub, a “Parent Party”) of Purchaser under each and every obligation, Liability, covenant and other agreement of any Parent Party in this Agreement (excluding the investment advisory agreements and the interim investment advisory agreements, if any, between Affiliates of the Parent Parties and the Public Funds or other Clients, as applicable, and all of the obligations of the Parent Parties thereunder), in each case as the same may be amended, restated, supplemented or otherwise modified from time to time (collectively, the “Parent Guaranteed Obligations”). In furtherance , in each case whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any Parent Guaranteed Obligation or operated as a discharge thereof (the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Parent Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed). (b) Seller may recover from Parent Guarantor acknowledges and agrees that the full amount Parent Guaranty constitutes a guaranty of performance and of payment when due of the Parent Guaranteed Obligations and not just of collection, and Parent Guarantor waives any right to require that any resort be had by any Person to enforce any of the Parent Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust Obligations against any remedy against Purchaser, its successors and assigns, Parent Party or any other person obligated with respect to Person. Without limitation of the foregoing, Parent Guarantor hereby waives promptness, diligence, notice of the acceptance of the Parent Guaranty and of the Parent Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligationpresentation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment payment, dishonor, protest, default notice of non-performance, notice of incurrence of any of the Parent Guaranteed Obligations, all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or performance by Purchaserother similar law now or hereafter in effect, its successors or assigns, any right to require the marshalling of assets of any Parent Party or any other person. Suit may be brought Person interested in the Transactions, and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretoall suretyship defenses generally. (c) Parent Guarantor agrees that its obligations the Company may, at any time and from time to Seller under this Guaranty shall be primarytime, absolute, continuing and unconditional (other than a discharge without notice to or further consent of Parent with respect to any Guaranteed Obligation as a result Guarantor, extend the time of performance payment of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions Parent Guaranteed Obligations, and may also make any agreement with any Parent Party for the extension, renewal, payment, compromise, discharge or circumstances (regardless of release thereof, in whole or in part, without in any notice to way impairing or consent of Parent): affecting Parent Guarantor’s obligations under this Agreement. Parent Guarantor agrees that the Parent Guaranty or the Parent Guaranteed Obligations shall not be released, discharged, in whole or in part, or otherwise affected by (i) the genuinenessfailure of any Person to assert any claim, validitymake any demand, regularity and enforceability of or enforce or exercise any right or remedy against any Parent Party or any other Person, whether under this Agreement or any other document executed in connection herewithotherwise; (ii) any extensionchange in the time, renewal, amendment, change, waiver place or other modification manner of this Agreement or payment of any other document executed in connection herewithParent Guaranteed Obligations; (iii) Purchaser’s voluntary the addition or involuntary bankruptcysubstitution of any Person now or hereafter liable with respect to the Parent Guaranteed Obligations, assignment for the benefit of creditors, reorganization, to or similar proceedings affecting Purchaser or any of its assetsfrom this Agreement; or (iv) any change in the corporate existence, structure or ownership of any Parent Party; (v) any amendment or modification to, or waiver of, the terms of this Agreement; (vi) the bankruptcy, insolvency, liquidation, dissolution, winding-up of, or any similar or analogous event involving or affecting, any Parent Party; (vii) the existence of any claim, set-off or other action right that Parent Guarantor may have at any time against any Parent Party or circumstances which might otherwise the Company, whether in connection with the Parent Guaranteed Obligations or otherwise; (viii) the adequacy of any other means Parent may have of obtaining payment or performance of the Parent Guaranteed Obligations; or (ix) any other event or condition that, but for the provisions hereof, would constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c))the obligations of Parent Guarantor hereunder. (d) To the extent the waiver of Parent’s rights of subrogationThe Parent Guaranteed Obligations shall not be subject to any reduction, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void limitation, impairment or voidable termination for any reason, Parent’s rights including any claim of subrogation waiver, release, surrender, alteration or compromise, and reimbursement against Purchaser, shall not be junior and subordinate subject to any rights Seller may have against Purchaserdefense or set-off, claim, recoupment or termination whatsoever by reason of invalidity, illegality or unenforceability of the Parent Guaranteed Obligations, any impossibility in the performance of the Parent Guaranteed Obligations or otherwise. (e) Any modification, limitation or discharge of all or The Company shall not be obligated to file any part of claim relating to the Parent Guaranteed Obligations arising out of or by virtue of in the event that any Parent Party becomes subject to a bankruptcy, reorganization or similar proceeding for relief proceeding, and the failure of Purchaser under Applicable Law initiated by or against Purchaser the Company to so file shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect ParentParent Guarantor’s obligations hereunder in any manner whatsoeverhereunder. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby Guarantor agrees that this the Parent Guaranty shall continue and remain in full force and effect to be effective or be reinstated, as the case maybe, if at any time payment or performance of any Parent Guaranteed Obligations, or any part thereof, is rescinded or must otherwise be restored upon the insolvency, bankruptcy or reorganization of any Parent Party. (f) To the fullest extent permitted by Law, Parent Guarantor hereby unconditionally and irrevocably waives, agrees not to assert or otherwise take advantage of any rights that it may benow have or hereafter acquire against any Parent Party, including rights arising from the existence, payment, performance, or enforcement of Parent Guarantor’s obligations under or in respect of the Parent Guaranty, this Agreement, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against any Parent Party, whether or not such claim, remedy or right arises in equity or under Contract, statute or common law, including the right to take or receive from such Parent Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, until the full and indefeasible payment and performance in full of the Parent Guaranteed Obligations. In addition to the foregoing, Parent Guarantor subordinates all of the rights referred to in this Section 9.15(f) until the full and indefeasible payment and performance in full of the Parent Guaranteed Obligations. (g) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power under this Agreement shall operate as though a waiver thereof, nor shall any single or partial exercise by the Company of any such payment(sright, remedy or power hereunder or thereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Company or allowed to it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. (h) had Parent Guarantor hereby represents and warrants to the Company as follows: (i) Parent Guarantor is an Australian proprietary company duly formed, validly existing and in good standing under the laws of the Commonwealth of Australia. Parent Guarantor has all requisite organizational power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted; (ii) Parent Guarantor has all necessary organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent Guarantor and the consummation by Parent Guarantor of the Transactions have been duly and validly authorized by all necessary organizational action on behalf of Parent Guarantor. This Agreement has been validly executed and delivered by Parent Guarantor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor in accordance with its terms, subject to the Bankruptcy and Equity Exception; (iii) None of the execution, delivery or performance of this Agreement by Parent Guarantor, the consummation by Parent Guarantor of the Transactions or Parent Guarantor’s compliance with any of the provisions of this Agreement applicable to it will (with or without notice or lapse of time, or both): (A) conflict with or violate the organizational documents of Parent Guarantor; (B) conflict with or violate any Law applicable to Parent Guarantor or by which any of Parent Guarantor’s properties is bound or affected; or (C) result in any violation or breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, impair Parent Guarantor’s rights under, alter its obligations or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation pursuant to, any Contract or permit of Parent Guarantor, except, in each case, for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not been madereasonably be expected to prevent or materially delay the ability of Parent Guarantor to perform its obligations hereunder; (iv) Parent Guarantor is obtaining substantial benefits from the Transactions and its guaranty is based solely on its independent investigation of the financial condition of Parent and Merger Sub and is not relying on any information furnished by the Company; (v) Parent Guarantor has the financial capacity to pay and perform its obligations under the Parent Guaranty in accordance with the terms and conditions hereof, whether by having sufficient cash, available lines of credit or other sources of immediately available funds; and (vi) Parent Guarantor recognizes that the Company is relying upon the Parent Guaranty in entering into this Agreement, and further recognizes that the execution and delivery of the Parent Guaranty is a material inducement to the Company in entering into this Agreement. (i) All notices, requests, claims, demands and other communications under the Parent Guaranty shall be delivered in accordance with Section 9.4 hereof. (j) The provisions of Section 9.9 shall apply to the Parent Guaranty as if fully set forth in this Section 9.15.

Parent Guaranty. (a) The Parent hereby absolutely, unconditionally and irrevocably guarantees (on a joint and unconditionally guarantees several basis with the prompt, complete and other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all payment obligations of Purchaser under this Agreement Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Hedge Obligations. In furtherance of the foregoing and without Without limiting the generality thereofof the foregoing, the parties hereto agree that (i) Parent’s guaranty liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender under the Loan Documents and by the Borrower or any other Loan Party to any Secured Hedge Party, Secured Cash Management 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 the Borrower or any other Loan Party. The Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by or on account of any obligation of the Borrower or any other Loan Party in accordance with this Agreement. The obligations of the Parent under this Section 11.21 (this “Guaranty”) is Article XIII constitute a guaranty of payment when due and not collectability; (ii) this Guaranty is of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Loan Party or any other Person before or as a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, condition to the obligations of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedhereunder. (b) Seller may recover from Anything contained herein to the contrary notwithstanding, the obligations of the Parent under this Article XIII on any date shall be limited to a maximum aggregate amount equal to the full 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 Guaranteed Obligation on demandapplicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed extent that Seller may, upon any breach or default Fraudulent Transfer Law has been found in a final non-appealable judgment of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of the Parent, contingent or voidable for otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any reason, Parent’s rights liabilities of subrogation and reimbursement against Purchaser, shall the Parent in respect of intercompany indebtedness to the Borrower or other Loan Party to the extent that such indebtedness would be junior and subordinate discharged in an amount equal to the amount paid by the Parent hereunder; and (B) any liabilities of the Parent with respect to the Guaranteed Obligations; and (ii) after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights Seller may have against Purchaser. (e) Any modificationto subrogation, limitation reimbursement, indemnification or discharge of all or any part contribution of the Guaranteed Obligations arising out of Parent pursuant to applicable law or by virtue pursuant to the terms of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeagreement.

Parent Guaranty. (a) If any Parent irrevocably Guaranty Event occurs, the Company will cause (x) each of the then Parent Entities, within 45 days of the occurrence thereof, and unconditionally guarantees (y) each Person that becomes a Parent Entity thereafter, promptly, to: (1) execute a guaranty agreement substantially in the prompt, complete and punctual payment form of all payment obligations of Purchaser under this Agreement Exhibit PG (a “Guaranteed ObligationsParent Guaranty”). In furtherance ; and (2) deliver the following to each holder of the foregoing and without limiting the generality thereof, the parties hereto agree that a Note: (i) Parent’s guaranty under this Section 11.21 (this “an executed counterpart of such Parent Guaranty”) is a guaranty of payment when due and not collectability; ; (ii) this all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Parent Entity and the due authorization by all requisite action on the part of such Parent Entity of the execution and delivery of such Parent Guaranty is a primary obligation and the performance by such Parent Entity of its obligations under the Parent and not merely a contract of suretyGuaranty; and and (iii) payment if requested by the Required Holders, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Parent of a portionEntity and such Parent Guaranty, but not all, of as the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedRequired Holders may reasonably request. (b) Seller may recover from At such time as no Parent Guaranty Event shall then exist and by written notice thereof to each holder of the full amount of any Guaranteed Obligation on demandNotes containing a certification by a Responsible Officer as to matters set forth in clauses (1) through (3) below, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon each Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit Entity may be brought and maintained against Parent, at Seller’s election, without joinder discharged from all of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller and liabilities under this the Parent Guaranty and shall be primary, absolute, continuing and unconditional (other than a discharge automatically released from its obligations thereunder without the need for the execution or delivery of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed by the holders, if, as at the date of such notice (1) such Parent Entity is not a guarantor or otherwise liable for or in connection herewith; respect of any Indebtedness under any Material Credit Facility (iior will be released and discharged concurrently from such Material Credit Facility with the release of such Parent Entity under the Parent Guaranty), (2) any extension, renewal, amendment, change, waiver no Default under Section 11(h) or other modification of this Agreement or any other document executed in connection herewith; Section 11(i) (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To but only to the extent that Section 11(i) relates to Section 11(g)) or Event of Default shall have occurred and be continuing or would result therefrom and (3) no amount is then due and payable under the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against PurchaserParent Guaranty. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.

Parent Guaranty. (ai) Parent Subject to the ENLC Percentage Limit, ENLC hereby irrevocably and unconditionally guarantees, and (ii) subject to the ENLK Percentage Limit, ENLK hereby irrevocably and unconditionally guarantees to Seller and the prompt, complete Members the prompt and punctual payment full performance and discharge by Buyer of all payment any of Buyer’s monetary obligations of Purchaser under this Agreement to the extent occurring at or prior to the Closing (the “Guaranteed Closing Guaranty”), and Parent covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Closing Obligations”); and (ii) ENLK hereby irrevocably and unconditionally guarantees Buyer’s monetary obligations with respect to the Subsequent Securities Payment (the “Post-Closing Guaranty” and, together with the Closing Guaranty, the “Parent Guaranty”), and ENLK covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Post-Closing Obligations” and, together with the Closing Obligations, the “Buyer Obligations”). In furtherance No failure or delay or lack of the foregoing and without limiting the generality demand, notice or diligence in exercising any right under this Parent Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the parties hereto agree that (i) Parent’s guaranty exercise of any other right under this Section 11.21 (this “Parent Guaranty”) . The Closing Guaranty is a an absolute, unconditional and continuing guaranty of payment when due and performance and not collectability; of collection and actions may be brought hereunder against any or all of Buyer, ENLK and/or ENLC, as applicable, irrespective of whether any action is brought against the others or any of the others is joined in such action (ii) this which shall include the right to proceed, at Seller’s or any Member’s option, directly against ENLK and/or ENLC, as applicable). The Post-Closing Guaranty is a primary obligation an absolute, unconditional and continuing guaranty of Parent payment and performance and not merely a contract of surety; collection and actions may be brought hereunder against any or both of Buyer or ENLK irrespective of whether any action is brought against the other or the other is joined in such action (iii) payment by Parent of a portionwhich shall include the right to proceed, but not allat Seller’s or any Member’s option, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performeddirectly against ENLK). (b) Seller may recover from The Buyer Obligations have been, and shall conclusively be deemed to have been, created, contracted or incurred in reliance upon the Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors Guaranty and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon all dealing between Parent and Buyer, on the one hand, and Seller and the Members, on the other hand, have been and shall likewise be conclusively presumed to have been consummated in reliance upon this Parent Guaranty. Parent acknowledges that it will receive payment substantial direct and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretoindirect benefit from the transactions contemplated hereby. (c) Notwithstanding the foregoing, Seller and the Members hereby covenant and agree that Parent agrees may assert, as a defense to such payment or performance by Buyer, or as an affirmative claim against Seller, the Members or their respective Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set-offs and defenses that its obligations Buyer could assert (subject to Seller under this Guaranty shall be primary, absolute, continuing and unconditional a “final determination” (other than a discharge of Parent as defined in Section 9.7) with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses Interim Indemnity Obligation) pursuant to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability terms of this Agreement or any other document executed pursuant to applicable Law in connection herewith; therewith (ii) including any extensionbreach by Seller, renewal, amendment, change, waiver the Members or other modification the Company of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)Agreement). (d) To Each of ENLC and ENLK has all legal right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each of ENLC and ENLK of this Agreement has been duly and validly authorized and approved. This Agreement has been duly executed and delivered by each of ENLC and ENLK and is a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the extent the waiver of Parent’s rights of subrogation, reimbursement Bankruptcy and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against PurchaserEquity Exception. (e) Any modificationNotwithstanding anything to the contrary in this Agreement or otherwise, limitation Buyer shall be irrevocably obligated to pay to Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(e) and Section 2.3(f). Without in any way limiting the generality of the foregoing, Buyer shall be obligated to pay Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(e) and Section 2.3(f) notwithstanding any breach or discharge alleged breach of all this Agreement by Seller, any Member, the Company, Buyer or any other Person, except as applicable in connection with the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”. The full amount of the Subsequent Securities Payment (for clarity, as determined after giving effect to the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”) shall be paid in accordance with the terms of Section 2.3(e) and Section 2.3(f) without any reduction for any reason including any claim of or reduction for set off (including any such claim arising out of a breach or alleged breach of this Agreement). (f) Buyer, ENLK and any other party obligated to pay, or liable for payment of, the Subsequent Securities Payment or any part thereof waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time all without prejudice to Seller. Seller shall similarly have the right to deal in any way, at any time, with one or more of the Guaranteed Obligations arising out foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of the Subsequent Securities Payment, or by virtue to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any bankruptcyParty hereunder. (g) Following the Closing and prior to the Subsequent Securities Payment being paid in full by Buyer, reorganization if Buyer or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in ENLK becomes subject to any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws insolvency proceeding, then in any such case the Subsequent Securities Payment shall automatically become due and payable, without any notice or as any other action by Seller, the next Business Day immediately succeeding the occurrence of such event. (h) Buyer and ENLK acknowledge that the Subsequent Securities Payment was a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result necessary component of the appointment of any receiverconsideration to induce Seller and the Members to enter into this Agreement, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or and that Seller and the Members would not have entered into this Agreement to sell the Securities unless Buyer had agreed to be irrevocably obligated to pay the Subsequent Securities Payment as provided in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madeAgreement.

Parent Guaranty. To induce Seller to enter into this Agreement and any Transaction Document to which Seller is a party, and consummate the transactions contemplated hereunder and thereunder, if Purchaser for any reason fails to perform any of its obligations under and in accordance with the terms hereof, including, without limitation, the timely payment of amounts as and when due to Seller under Article 2 or this Article 10 (acollectively, the “Guarantied Obligations”), and such failure has continued for at least three (3) Parent business days following delivery by or on behalf of Seller or any Seller Indemnified Person to Purchaser of a written demand for payment or other performance, Parent, as the current beneficial owner of all of the equity interests of Purchaser, hereby otherwise unconditionally, irrevocably and unconditionally guarantees absolutely guaranties, as primary obligor and not merely as surety, to Seller and all Seller Indemnified Persons, upon delivery of written demand to Parent at the address set forth on the signature page hereto, the prompt, full and complete performance and punctual payment of all payment Guarantied Obligations. Parent agrees that its obligations of Purchaser under this Agreement Section 10.10 are irrevocable, absolute, independent and unconditional (“Guaranteed other than such conditions as are expressly set forth in this Article 10) and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than performance or indefeasible payment in full of the Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that Parent agrees as follows: (a) (i) Parent’s this guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of performance and payment when due and not collectabilitydue; (ii) Seller and the Seller Indemnified Persons may, from time to time, with reasonable notice to Parent but without affecting the enforceability of this Guaranty guaranty or giving rise to any limitation, impairment or discharge of Parent’s liability hereunder, (A) extend or otherwise change the time, place, manner or terms of performance or payment of the Guarantied Obligations, (B) settle, compromise, release or discharge the Guarantied Obligations, or (C) exercise any other rights available to Seller or the Seller Indemnified Persons under this Agreement and any Transaction Document to which Seller is a primary obligation of Parent and not merely a contract of suretyparty, at law or equity; and (iii) this guaranty and the obligations of Parent hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason other than performance and indefeasible payment in full of the Guarantied Obligations as required under this Section 10.10; (iv) Parent hereby waives, for the benefit of Seller and all Seller Indemnified Persons, (A) any right to require Seller or any Seller Indemnified Persons, as a condition of payment or performance by Parent of a portionthis guaranty, but not allto (1) proceed against Purchaser or any other Person (other than the demand for payment specifically referenced in this first sentence of this Section 10.10), or (2) pursue any other remedy in the power of Seller or any Seller Indemnified Persons whatsoever, (B) any defense arising by reason of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any cessation of liability of Purchaser from any cause other than as expressly provided under this Agreement or any Transaction Document to which Seller is a party, or performance or indefeasible payment in full of the Guarantied Obligations, and (C) notices (other than written demands for payment hereunder), action or inaction, notices of default, notices of extension or modification of the Guarantied Obligations or any agreement related thereto, or any right to consent to any of the foregoing; (b) Parent for agrees to pay, or cause to be paid, on demand, and to save Seller and each of the Seller Indemnified Persons harmless against liability for, any and all costs and expenses (including reasonable documented out-of-pocket fees and expense of counsel) incurred or expended by any of them in connection with the enforcement of or preservation of any rights under this guaranty; (c) the rights, powers and remedies given to Seller and the Seller Indemnified Persons under this guaranty are cumulative and shall be in addition to and independent of any and all rights, powers and remedies available under this Agreement and any Transaction Document to which Seller is a party, at law or in equity; (d) in the event that all or any portion of the Guaranteed Guarantied Obligations which have not been are performed paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder the obligations of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty 10.10 shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all as though or any part of such payment(s) had not been madeare rescinded or recovered directly or indirectly from Seller or any of the Seller Indemnified Persons as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes hereunder; and (e) this guaranty is a continuing guaranty and shall be binding upon Parent and its successors and assigns. Notwithstanding the foregoing, in no event shall Parent be required to make payment on any Guarantied Obligation while such Guarantied Obligation is subject to the dispute resolution procedures of this Agreement unless Purchaser is otherwise legally obligated to pay such amount to Seller or any Seller Indemnified Person prior to the resolution of such dispute.

Parent Guaranty. (a) Parent irrevocably hereby, unconditionally and unconditionally irrevocably, guarantees (the prompt“Parent Guaranty”) by way of an independent obligation to Buyer, complete the due and punctual payment of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty the obligations of CTI and its Affiliates under this Agreement, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement, (ii) the obligations of Charming Shoppes of Delaware, Inc. and its Affiliates under the Transition Services Agreement, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions of such agreement, and (iii) the obligations of CTI and its Affiliates (other than the Company and its Subsidiaries) as Recipients (as defined in the Assignment and Assumption) under Section 11.21 2 of the Assignment and Assumption, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this the Assignment and Assumption (this the “GuarantyParent Guaranteed Obligation”). (b) This is a guaranty of payment when due and performance and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent collection only. If for any portion reason whatsoever CTI or one of the Guaranteed Obligations which have not been paid its Affiliates shall fail or performed. (b) Seller may recover from be unable to perform or comply with its Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, Parent will promptly upon receipt of notice thereof from the Buyer, the Company or its Subsidiaries forthwith pay or cause to be paid in lawful money of the United States the unpaid Parent Guaranteed Obligation then due and payable (at any time thereafterthe place specified and in the amounts and to the extent required of CTI or one of its Affiliates, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretoapplicable). (c) Parent agrees that waives any and all notice of the creation, renewal, extension or accrual of the Parent Guaranteed Obligation and notice of or proof of reliance by the Buyer, the Company or its obligations Subsidiaries upon this Parent Guaranty or acceptance of this Parent Guaranty; the Parent Guaranteed Obligation shall conclusively be deemed to Seller under have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty shall be primary, absolute, continuing Parent Guaranty; and unconditional all dealings between CTI and its Affiliates (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with the Company and its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunderSubsidiaries), irrespective of on the one hand, and unaffected by any of Buyer and, after the following actions Closing, the Company and its Subsidiaries, on the other hand, likewise shall be conclusively presumed to have been had or circumstances (regardless of any notice to or consent of Parent): consummated in reliance upon this Parent Guaranty. Parent agrees that (i) the genuineness, validity, regularity and enforceability of any notice provided under this Agreement to CTI or its Affiliates (including any other document executed in connection herewith; demand for payment or notice of default or non payment) shall be deemed to constitute notice to Parent for purposes hereof and (ii) any extensionknowledge of CTI or its Affiliates shall be deemed knowledge of Parent for purposes hereof. Nothing in this Section 15.14 shall be deemed to constitute a waiver of, renewalor prevent Parent from asserting, amendmentany valid defense that may be asserted by CTI or one of its Affiliates. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Parent, changeBuyer and, waiver after the Closing, the Company and its Subsidiaries may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against CTI, one of its Affiliates (other modification of this Agreement than the Company and its Subsidiaries) or any other document executed in connection herewith; (iii) Purchaser’s voluntary person, and any failure by the Buyer, the Company or involuntary bankruptcyits Subsidiaries to make any such demand, assignment for the benefit of creditorsto pursue such other rights or remedies or to collect any payments from CTI, reorganization, or similar proceedings affecting Purchaser its Affiliates or any other person shall not relieve Parent of its assets; any obligation or (iv) any other action liability hereunder, and shall not impair or circumstances which might otherwise constitute affect the rights and remedies, whether express, implied or available as a legal or equitable discharge or defense matter of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogationlaw, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of Buyer, the Company or by virtue its Subsidiaries against Parent. For the purposes hereof “demand” shall include the commencement and continuance of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoeverlegal proceedings. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been made.-

Parent Guaranty. (a) Parent hereby irrevocably and unconditionally guarantees agrees to guaranty to Seller, jointly and severally with Buyer, the promptperformance by Buyer of its obligations under the terms of this Agreement, complete including but not limited to the obligation to pay the Purchase Price and punctual payment of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”)to repay the Intercompany Loan hereunder. In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree event that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been obligations is paid or performed. (b) Seller may recover from Parent performed by Buyer, the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty 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 is rescinded or recovered directly or indirectly from Seller as though a preference, fraudulent transfer or otherwise, and any such payment(spayment or performance that is rescinded or recovered shall also constitute obligations. (b) had Seller shall not be required to give any notice to, or make any demand on, the Buyer or to proceed against the Buyer's assets prior to the performance by the Parent of its obligations under this Section 8.15. The Parent agrees that the Parent's obligations under this Section 8.15 will not be discharged except by complete performance of all obligations set forth in this Agreement. (c) Parent hereby agrees, in furtherance of the foregoing and not in limitation of any other right which the Seller may have against the Parent by virtue hereof, that upon the failure of Buyer to pay or perform any of the obligations when and as the same shall become due hereunder, Parent will, upon demand, pay, perform or cause to be paid or performed all obligations then due as aforesaid. (d) Parent agrees that it will not exercise any rights of indemnification or subrogation which it may have under or by virtue of any contract or law against the Buyer, as a result of or in relation to the performance of the obligations of the Parent hereunder, unless and until the guarantied amounts have been madepaid in full and all obligations have been performed in full. (e) Parent agrees to pay, or cause to be paid, on demand, and to indemnify Seller from and against liability for, any and all costs and expenses (including reasonable fees and disbursements of counsel) incurred or expended by Seller in connection with the enforcement of or preservation of any rights under this Section 8.15. (f) The rights, powers and remedies given to Seller by this Section 8.15 are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Seller by virtue of any statute or rule of law. Any forbearance or failure to exercise, and any delay by Seller in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

Parent Guaranty. (a) Parent irrevocably and Guarantor hereby unconditionally guarantees to Seller the prompt, complete due and punctual payment and performance of all payment the obligations of Purchaser under pursuant to this Agreement, the LLC Agreement and the Employee Matters Agreement (such obligations, the “Guaranteed Obligations” and the guaranty by Parent Guarantor set forth in this Section 9.1, the “Parent Guaranty”). In furtherance of Parent Guarantor is guaranteeing the foregoing Guaranteed Obligations as primary obligor and without limiting the generality thereofnot merely as surety. The Parent Guaranty is an absolute, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a unconditional and irrevocable guaranty of payment when due and performance, as applicable, and not collectability; (ii) this Guaranty of collection. If, for any reason whatsoever, Purchaser fails to, or is a primary obligation of unable to, duly, punctually and fully pay or perform the Guaranteed Obligations, Parent Guarantor will forthwith pay and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, cause to be paid in lawful currency of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated United States with respect to payment obligations, or perform or cause to be performed, with respect to performance obligations, the Guaranteed Obligations. It is agreed that Seller mayParent Guarantor hereby irrevocably waives diligence, upon presentment, demand of payment, filing objections with a court, any breach right to require proceeding first against any Party, any right to require the prior disposition of the assets of any Party to meet its obligations, the lack of validity or default the unenforceability of Purchaser Parent Guarantor’s guaranty of a the Guaranteed ObligationObligations, any rights to set offs, recoupments or at any time thereaftercounterclaims, make demand upon notice, protest and all demands whatsoever, except as provided for under Section 14.13 of the LLC Agreement. The Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (apply regardless of any notice amendments, modifications, waivers or extensions to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result Parent Guarantor receives notice of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any same and Parent Guarantor waives all need for notice of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madesame.

Parent Guaranty. (a) For value received, the sufficiency of which is hereby acknowledged, Parent irrevocably does hereby unconditionally and unconditionally guarantees absolutely guarantee, as a primary obligor and not merely as a surety, to the promptSeller the full and prompt payment and performance by Cliffs Sub and each of its Affiliates of each and every covenant, complete agreement and punctual payment obligation (including, without limitation, indemnification obligations) of all payment obligations Cliffs Sub and each of Purchaser under its Affiliates set forth in this Agreement and Related Agreements (such covenants and agreements in this Agreement and the Related Agreements, collectively, the “Guaranteed Parent Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) This is a present and continuing guaranty of payment when due and performance of the Cliffs Obligations and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedcollection. (b) Seller may recover from Parent the full amount of any Guaranteed Obligation on waives presentment, demand, but only after Purchaser has breached notice of dishonor, protest, notice of protest, nonpayment or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller default to first seek or exhaust any remedy against PurchaserCliffs Sub, its successors and assignsAffiliates, or any Parent, and all other person obligated with respect notices to which Parent may otherwise be entitled, other than notices to which Cliffs Sub or its Affiliates is entitled pursuant to this Agreement or the Guaranteed ObligationsRelated Agreements. It is agreed that Seller mayParent hereby waives all surety defenses, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive except indefeasible payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretoin full. (c) The liability of Parent agrees that its obligations to Seller under this Guaranty hereunder shall be primarydirect and immediate and not conditional or contingent upon the pursuit of any remedies against Cliffs Sub, absoluteany of its Affiliates, continuing or any other Person. Parent irrevocably waives any and unconditional (all rights to require that an action be brought against Cliffs Sub, any of its Affiliates, or any other than a discharge Person prior to action against Parent hereunder. If the Parent Obligations are partially performed through the election of Parent with respect the Seller to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by pursue any of the following actions remedies mentioned herein or circumstances (regardless if any Parent Obligation is otherwise partially performed, Parent shall remain unconditionally and absolutely liable for the entire unperformed amount of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c))such Parent Obligations. (d) To The obligations of Parent under this Agreement shall remain in full force and effect without regard to, and shall not be released, discharged or in any way modified or otherwise affected by, any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, dissolution, liquidation or similar proceeding with respect to Cliffs Sub, any of its Affiliates, or the extent properties or the waiver creditors of ParentCliffs Sub or any of its Affiliates, or any action taken by any trustee or receiver or by any court in any such proceeding. Parent agrees to pay the Seller’s reasonable attorneys’ fees incurred in successfully enforcing its rights of subrogation, reimbursement and contribution as under the guaranty set forth herein is found by a court of competent jurisdiction to be void or voidable for in this Section 22. Parent agrees that, if at any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of time all or any part of the Guaranteed Obligations arising out payments theretofore applied by the Seller from Cliffs Sub or any of its Affiliates, to any Parent Obligation is rescinded or by virtue of the Seller is required to pay any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in amount thereof to any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for party due to the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolutionbankruptcy, liquidation or reorganization of Purchaser the Seller or upon or as the determination that such payment by the Seller is held to constitute a result preference under the bankruptcy laws, such Parent Obligation and/or Parent’s liability hereunder shall, for the purposes of the appointment guaranty set forth in this Section 22 be deemed to have been continued in existence to the extent of any receiversuch payment, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or and the guaranty set forth in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty Section 22 shall continue and remain in full force and effect to be effective or be reinstated, as the case may be, all as though such payment(s) application by the Seller had not been mademade and Parent agrees to pay any such amount to the Seller upon demand therefor. (e) Except for any settlement or compromise of the Parent Obligations voluntarily entered into by the Seller, this is a continuing guaranty until all Parent Obligations have been extinguished, and Parent agrees, subject to the foregoing exception, that the obligations, covenants and agreements of Parent herein shall not be discharged, affected or impaired by any act, event or condition other than full performance and indefeasible payment in full of the Parent Obligations. Parent expressly waives any rights to setoff or subrogation. The provisions of this Section 22 shall be binding upon Parent and its successors and permitted assigns, and shall inure to the benefit of the Seller and its successors and permitted assigns.

Parent Guaranty. (a) In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to Article III, Article XIV and subsection (d) below, the Parent Guarantor hereby irrevocably and unconditionally guarantees (the prompt"Parent Guaranty" and, complete together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") to each holder of a Development Companies Guaranty and punctual payment to the Trustee and its successors and assigns, irrespective of all payment the validity and enforceability of the Development Companies Guaranty or the obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance any of the foregoing and without limiting Development Companies under the generality thereofDevelopment Companies Guaranty, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty all obligations of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, each of the Guaranteed Obligations shall Development Companies to the Holders or the Trustee under the Guaranty will be promptly paid in no way limitfull or performed, affect, modify or abridge any liability of Parent for any portion all in accordance with the terms of the Guaranteed Obligations which have not been paid or performedDevelopment Companies Guaranty. (b) Seller may recover from The Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent Guarantor hereby agrees that its obligations with regard to Seller under this Parent Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder)unconditional, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and or enforceability of the Development Companies Guaranty or this Agreement Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Development Company, any action to enforce the same or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of any Development Company under the Development Companies Guaranty. The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a surety court in the event of insolvency or guarantor bankruptcy of any Development Company, any right to require a proceeding first against any Development Company or right to require the prior disposition of the assets of any Development Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not be discharged except by complete performance of the obligations of the Development Companies under the Development Companies Guaranty. (c) If any Holder or the Trustee is required by any court or otherwise to return to any Development Company, or any Custodian, Trustee, or similar official acting in relation to such Development Company, any amount paid by such Development Company to the Trustee or such Holder, this Parent Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until the principal of, premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in full. The Parent Guarantor further agrees that, as between such Development Company, on the one hand, and the Holders and the Trustee, on the other than hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as otherwise provided in section 7.2 for the purposes of this Section 11.21(c))Parent Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Development Company of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in section 7.2, those obligations (whether or not due and payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Parent Guaranty. (d) To It is the extent intention of the waiver Parent Guarantor and the Development Companies that the obligations of Parent’s rights the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of subrogationthe Parent Guaranty would be annulled, reimbursement and contribution as set forth herein is found avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to be void pay its debts as they mature or voidable for any reasonleft with an unreasonably small capital, Parent’s rights then the obligations of subrogation and reimbursement against Purchaser, the Parent Guarantor under the Parent Guaranty shall be junior reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; PROVIDED, HOWEVER, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and subordinate to any rights Seller may have against Purchaserthe effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (e) Any modification, limitation or discharge of The Parent Guarantor shall be subrogated to all or any part rights of the Guaranteed Obligations Holders against the Development Companies under the Development Companies Guaranty in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, however, that the Parent Guarantor shall not be entitled to enforce or to receive any payments arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer based upon, such right of Purchaser or any substantial part of Purchaser’s properties or assetssubrogation until the principal of, or premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madefull.

Parent Guaranty. To induce the Seller to enter into this Agreement, Parent absolutely, unconditionally and irrevocably guarantees to Seller (a) Parent irrevocably the “Guaranty”), on the terms and unconditionally guarantees conditions set forth herein the promptdue, complete full and punctual (i) payment of any amount payable by Buyer or any amount due hereunder; and (ii) performance of all payment obligations of Purchaser under Buyer’s obligation pursuant to this Agreement (the “Guaranteed Obligations”). In furtherance All payments hereunder shall be made in lawful money of the foregoing United States, in immediately available funds. The Guaranty is one of payment, not collection and without limiting Parent acknowledges that a separate action or actions may be brought and prosecuted against Parent for the generality thereoffull amount of the Guaranteed Obligations to enforce this Guaranty, irrespective of whether any action is brought against Buyer or whether Buyer is joined in any such action or actions. Parent agrees that the parties hereto agree that Guaranteed Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty the failure or delay of payment when due and not collectabilitySeller to assert any claim or demand or to enforce any right or remedy against Buyer; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portionthe addition, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify substitution or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount release of any Guaranteed Obligation on demand, but only after Purchaser has breached Person now or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated hereafter liable with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary any insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, reorganization or other similar proceedings proceeding affecting Purchaser or any of its assetsBuyer; or (iv) the adequacy of any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights means Seller may have against Purchaser. (e) Any modificationof obtaining payment of the Guaranteed Obligations. To the fullest extent permitted by applicable Law, limitation Parent hereby expressly waives any and all rights or discharge defenses arising by reason of all or any part Law that would otherwise require any election of remedies by Seller. Parent hereby waives presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations arising out and all other notices of or any kind (other than notices expressly required to be provided to Buyer pursuant to this Section 11(q)), all defenses which may be available by virtue of any bankruptcystay, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy moratorium law or other Applicable Laws similar law now or as a result hereafter in effect, any right to require the marshaling of any dissolutionassets of Buyer, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madesuretyship defenses generally.

Parent Guaranty. (a) Parent Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees the prompt, complete and punctual timely payment when due of all payment obligations of Purchaser under owing by AssetCo to the Contributor arising pursuant to this Agreement on or after the Execution Date (the “Guaranteed Obligations”). In furtherance , subject to the terms and conditions of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is ‎7.07. The foregoing obligation shall constitute a guaranty guarantee of payment when due and not collectability; (ii) this Guaranty is a primary obligation of collection. Notwithstanding anything herein to the contrary, Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of Guarantor’s liability for the Guaranteed Obligations shall be subject to the limitations set forth in no way limitSection ‎7.04. To the fullest extent permitted by law, affectParent Guarantor hereby waives all surety defenses AssetCo may have against the Contributor. Further, modify or abridge notwithstanding any liability of other provision contained in this Section ‎7.07, Parent for any portion of Guarantor and the Guaranteed Obligations which have not been paid or performedContributor intend that this guarantee be an absolute and unconditional guaranty, subject only to the conditions set forth in Section ‎7.07(b). (b) Seller may recover from Parent the full amount of If, for any reason whatsoever, AssetCo shall fail to pay any Guaranteed Obligation on when such Guaranteed Obligation is due and owing under this Agreement (an “Overdue Obligation”), the Contributor may present a written demand to Parent Guarantor calling for Parent Guarantor’s payment of such Overdue Obligation pursuant to this Section ‎7.07 (a “Payment Demand”). Parent Guarantor’s obligation hereunder to pay any particular Overdue Obligation(s) to the Contributor is conditioned upon Parent Guarantor’s receipt of a Payment Demand from the Contributor satisfying the following requirements: (i) such Payment Demand must identify the specific Overdue Obligation(s) covered by such demand, but only after Purchaser has breached the specific date(s) upon which such Overdue Obligation(s) became due and owing under this Agreement, and the specific provision(s) of this Agreement pursuant to which such Overdue Obligation(s) became due and owing; and (ii) such Payment Demand must be delivered to Parent Guarantor in accordance with Section ‎10.03 below. After issuing a Payment Demand in accordance with the requirements specified in this Section ‎7.07(b) above, the Contributor shall not be required to issue any further notices or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust make any remedy against Purchaser, its successors and assigns, or any other person obligated further demands with respect to the Guaranteed Obligations. It is agreed Overdue Obligation(s) specified in that Seller mayPayment Demand, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, and Parent Guarantor shall be required to make demand upon payment with respect to the Overdue Obligation(s) specified in that Payment Demand within five (5) Business Days after Parent and receive payment and performance of Guarantor receives such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretodemand. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided The guaranty set forth in this Section 11.21(c))‎7.07 will remain in full force and effect, and will be binding upon Parent Guarantor, until all of the Guaranteed Obligations have been satisfied. (d) To the fullest extent permitted by applicable Law, the waiver obligations of Parent’s rights Parent Guarantor under this Section ‎7.07 shall not be otherwise affected, modified or impaired upon the happening of subrogationany event, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void including (a) any legal disability, incapacity or voidable for any reasonsimilar defense, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (eb) Any modification, limitation the sale or discharge transfer of all or any part portion of the Guaranteed Obligations arising out assets of or equity (including limited liability company interests), whether owned directly or indirectly by virtue Parent Guarantor or other beneficial interests, in AssetCo, (c) the merger, consolidation, restructuring, termination, dissolution, bankruptcy, insolvency or liquidation of AssetCo or Parent Guarantor, and (d) any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of Parent Guarantor from the performance or observance of any bankruptcyobligation, reorganization warranty or similar proceeding for relief of Purchaser agreement contained in this Section ‎7.07. Notwithstanding anything contained in this Agreement, the guaranty provided under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty Section ‎7.07 shall continue and remain in full force and effect to be effective or be reinstated, as the case may be, if at any time payment of all, or any part thereof, of any payment made by AssetCo or Parent Guarantor under this Agreement is rescinded or must otherwise be restored or repaid by the Contributor as a result of the bankruptcy or insolvency of AssetCo. The insolvency of AssetCo or Parent Guarantor, and any bankruptcy or reorganization proceeding with respect thereto, shall not affect in any way Parent Guarantor’s unconditional and absolute liability hereunder. (e) Without limiting Parent Guarantor’s own defenses and rights hereunder, Parent Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which AssetCo is or may be entitled arising from or out of this Agreement, except for defenses (if any) based upon the bankruptcy, insolvency, dissolution or liquidation of AssetCo or any lack of power or authority of AssetCo to enter into and/or perform the Agreement. (f) Parent Guarantor hereby represents and warrants to the Contributor that: (i) Parent Guarantor is a Delaware corporation, has been duly incorporated and is validly existing and in good standing under the Laws of its jurisdiction of incorporation; (ii) Parent Guarantor has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the execution and delivery by Parent Guarantor of this Agreement and the performance by Parent Guarantor of its obligations hereunder have been duly and validly authorized by all necessary corporate action on behalf of Parent Guarantor; (iv) this Agreement has been duly and validly executed and delivered by Parent Guarantor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Contributor, constitutes a legal, valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor in accordance with its terms, except as though such payment(senforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity; (v) had the execution, delivery and performance by Parent Guarantor of this Agreement does not require Parent Guarantor to obtain any Consent of any Governmental Entity or other Person, other than Consents that have already been madeobtained; and (vi) the execution and delivery by Parent Guarantor of this Agreement do not, and the performance by Parent Guarantor of its obligations under this Agreement will not: (1) result in a violation or breach of any of the provisions of the Charter Documents of Parent Guarantor; (2) result in a violation or breach of, or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), any material Contract to which Parent Guarantor is a party, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to have a material adverse effect on Parent Guarantor’s ability to perform its obligations under this Agreement; and (3) result in a violation or breach of any provision of any Law applicable to Parent Guarantor, except as would not reasonably be expected to have a material adverse effect on Parent Guarantor’s ability to perform its obligations under this Agreement. (vii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION ‎7.07‎(f), PARENT GUARANTOR IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED.

Parent Guaranty. (a) The Parent Guarantor hereby irrevocably and unconditionally guarantees to the prompttimely and full performance and discharge by the Parent of and the compliance of the Parent with all of the Parent’s covenants, complete agreements and punctual obligations hereunder, subject to the other terms and conditions of this Agreement, including, without limitation, (i) the payment of all the Closing Payment Amount set forth in the Estimated Closing Statement, less the Direct Payment Amount, at the Closing in accordance with Section 2.02(b) and any payment if the Final Merger Consideration is greater than the Closing Merger Consideration in accordance with Section 1.10(a), and (ii) any damages, including expense reimbursement, which Parent may be obligated to pay to the Company in the event of a breach by Parent of any of its representations, warranties, covenants, agreements and/or obligations of Purchaser under this Agreement hereunder (collectively, the “Guaranteed Parent Obligations” and such guaranty, the “Parent Guaranty”). In furtherance of Notwithstanding anything to the foregoing and without limiting the generality thereofcontrary contained in this Agreement, the parties hereto agree that (i) Parent’s guaranty under Parent Guarantor is a party to this Agreement solely with respect to this Section 11.21 (12.22 and shall have no other obligations or liabilities pursuant to this “Guaranty”) is a guaranty of payment when due and not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performedAgreement. (b) Seller may recover from The Parent Guaranty is a continuing guarantee which will remain in force until all of the full amount Parent Obligations under this Agreement have been fulfilled, notwithstanding any change, restructuring, bankruptcy, insolvency or termination of any Guaranteed Obligation on demand, but only after Purchaser has breached the corporate structure or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek existence of the Parent or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretoGuarantor. (c) The Parent Guarantor hereby agrees that its obligations to Seller under this Guaranty hereunder shall be primaryas principal and not merely as surety, and shall be absolute, continuing irrevocable and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder)unconditional, irrespective of of, and shall be unaffected by by, any of the following actions invalidity, irregularity or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability unenforceability of this Agreement or any other document executed in connection herewith; (ii) ancillary agreement, any extension, renewal, amendment, change, waiver or other modification failure to enforce the provisions of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganizationancillary agreement, or similar proceedings affecting Purchaser any waiver, modification, consent or indulgence granted with respect thereto by the Company, the recovery of any judgment against Parent or any of its assets; action to enforce the same, or (iv) any other action or circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided guarantor. The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of Parent, any right to require a proceeding first against Parent, protest or notice with respect to any obligations guaranteed pursuant to this Section 11.21(c))12.22 and all demands whatsoever, and covenants that the Parent Obligations under this Section 12.22 will not be discharged except by payment in full of all Parent Obligations guaranteed pursuant to this Section 12.22. (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction The guarantees in this Section 12.22 shall continue to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect effective or be reinstated, as the case may be, if at any time payment of any obligations guaranteed pursuant to this Section 12.22, in whole or in part, is rescinded or must otherwise be restored to Parent or the Parent Guarantor upon the bankruptcy, liquidation or reorganization of Parent or otherwise. (e) The Parent Guarantor shall be subrogated to all rights of the Company against Parent in respect of any amounts paid to the Company by the Parent Guarantor pursuant to the provisions of this Section 12.22; provided, however, that the Parent Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the obligations guaranteed pursuant to this Section 12.22, when and as though such payment(sthe same shall become due and payable according to the terms of this Agreement or any ancillary agreement shall have been paid in full. (f) had The Parent Guarantor is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. There is no pending, or to the knowledge of the Parent Guarantor, threatened, action for the dissolution, liquidation or insolvency of the Parent Guarantor. (g) The execution, delivery and performance of this Agreement by the Parent Guarantor have been duly and validly authorized by all requisite corporate action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by the Parent Guarantor and, assuming that this Agreement is a valid and binding obligation of the Company, this Agreement constitutes a valid and binding obligation of the Parent Guarantor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. (h) The Parent Guarantor is not been madesubject to or obligated under its certificate or articles of incorporation, its bylaws (or similar organizational documents), any applicable Law, or any material Contract, or any Permit, or subject to any Order, which would be breached or violated in any material respect by the Parent Guarantors execution, delivery or performance of this Agreement. (i) The Parent Guarantor is not required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance by it of this Agreement and no consent, approval or authorization of any Governmental Entity or any other party or Person is required to be obtained by the Parent Guarantor in connection with its execution, delivery and performance of this Agreement. (j) The Parent Guarantor has, and will have available to it at the Closing, the financial capability necessary and sufficient to satisfy its obligations contemplated by this Agreement.

Parent Guaranty. To induce the Seller to enter into this Agreement, Parent absolutely, unconditionally and irrevocably guarantees to the Seller (a) Parent irrevocably the “Guaranty”), on the terms and unconditionally guarantees conditions set forth herein the promptdue, complete full and punctual (i) payment of all payment obligations any amount payable by the Purchaser or any amount due hereunder including Losses suffered or sustained by the Seller as a result of Purchaser under or in connection with a breach of this Agreement by the Purchaser; and (ii) performance of all of the Purchaser’s obligation pursuant to this Agreement and any Ancillary Agreement (the “Guaranteed Obligations”). In furtherance All payments hereunder shall be made in lawful money of the foregoing United States, in immediately available funds. The Guaranty is one of payment, not collection and without limiting Parent acknowledges that a separate action or actions may be brought and prosecuted against Parent for the generality thereoffull amount of the Guaranteed Obligations to enforce this Guaranty, irrespective of whether any action is brought against the parties hereto agree Purchaser or any other Person or whether the Purchaser or any other Person are joined in any such action or actions. Parent agrees that the Guaranteed Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is a guaranty the failure or delay of payment when due and not collectabilitythe Seller to assert any claim or demand or to enforce any right or remedy against the Purchaser; (ii) this Guaranty is a primary obligation any change in the time, place or manner of Parent and not merely a contract payment of suretythe Guaranteed Obligations; and (iii) payment by Parent of a portionthe addition, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify substitution or abridge any liability of Parent for any portion of the Guaranteed Obligations which have not been paid or performed. (b) Seller may recover from Parent the full amount release of any Guaranteed Obligation on demand, but only after Purchaser has breached Person now or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust any remedy against Purchaser, its successors and assigns, or any other person obligated hereafter liable with respect to the Guaranteed Obligations. It is agreed that Seller may, upon any breach to or default of Purchaser of a Guaranteed Obligationfrom the Guaranty, or at any time thereafter, make demand upon Parent and receive payment and performance of such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assignsthis Agreement, or any other person. Suit may be brought and maintained against Parentrelated agreement or document; (iv) any change in the corporate existence, at Seller’s election, without joinder structure or ownership of the Purchaser or any other person as parties thereto. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent Person now or hereafter liable with respect to any the Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewithObligations; (iiv) any extensioninsolvency, renewalbankruptcy, amendment, change, waiver reorganization or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for similar proceeding affecting the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any Person now or hereafter liable with respect to the Guaranteed Obligations; (vi) the existence of its assetsany claim, set-off or other right which Parent may have at any time against the Purchaser or the Seller whether in connection with the Guaranteed Obligations or otherwise; or (ivvii) the adequacy of any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 11.21(c)). (d) To means the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modificationof obtaining payment of the Guaranteed Obligations. To the fullest extent permitted by applicable Law, limitation Parent hereby expressly waives any and all rights or discharge defenses arising by reason of all or any part Law that would otherwise require any election of remedies by the Seller. Parent hereby waives promptness, diligence, notice of the acceptance of the Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations arising out and all other notices of or any kind (other than notices expressly required to be provided to the Purchaser pursuant to Section 11.16), all defenses which may be available by virtue of any bankruptcyvaluation, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modifystay, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy moratorium law or other Applicable Laws similar law now or as a result hereafter in effect, any right to require the marshaling of any dissolution, liquidation or reorganization of Purchaser or upon or as a result assets of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assetsother Person interested in the transactions contemplated by this Agreement, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and remain in full force and effect or be reinstated, as the case may be, all as though such payment(s) had not been madesuretyship defenses generally.

Parent Guaranty. (a) Parent Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees the prompt, complete and punctual timely payment when due of all payment obligations of Purchaser under owing by AssetCo to the Contributor arising pursuant to this Agreement on or after the Execution Date (the “Guaranteed Obligations”). In furtherance , subject to the terms and conditions of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Section 11.21 (this “Guaranty”) is 7.07. The foregoing obligation shall constitute a guaranty guarantee of payment when due and not collectability; (ii) this Guaranty is a primary obligation of collection. Notwithstanding anything herein to the contrary, Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of Guarantor’s liability for the Guaranteed Obligations shall be subject to the limitations set forth in no way limitSection 7.04. To the fullest extent permitted by law, affectParent Guarantor hereby waives all surety defenses AssetCo may have against the Contributor. Further, modify or abridge notwithstanding any liability of other provision contained in this Section 7.07, Parent for any portion of Guarantor and the Guaranteed Obligations which have not been paid or performedContributor intend that this guarantee be an absolute and unconditional guaranty, subject only to the conditions set forth in Section 7.07(b). (b) Seller may recover from Parent the full amount of If, for any reason whatsoever, AssetCo shall fail to pay any Guaranteed Obligation on when such Guaranteed Obligation is due and owing under this Agreement (an “Overdue Obligation”), the Contributor may present a written demand to Parent Guarantor calling for Parent Guarantor’s payment of such Overdue Obligation pursuant to this Section 7.07 (a “Payment Demand”). Parent Guarantor’s obligation hereunder to pay any particular Overdue Obligation(s) to the Contributor is conditioned upon Parent Guarantor’s receipt of a Payment Demand from the Contributor satisfying the following requirements: (i) such Payment Demand must identify the specific Overdue Obligation(s) covered by such demand, but only after Purchaser has breached the specific date(s) upon which such Overdue Obligation(s) became due and owing under this Agreement, and the specific provision(s) of this Agreement pursuant to which such Overdue Obligation(s) became due and owing; and (ii) such Payment Demand must be delivered to Parent Guarantor in accordance with Section 11.03 below. After issuing a Payment Demand in accordance with the requirements specified in this Section 7.07(b) above, the Contributor shall not be required to issue any further notices or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to first seek or exhaust make any remedy against Purchaser, its successors and assigns, or any other person obligated further demands with respect to the Guaranteed Obligations. It is agreed Overdue Obligation(s) specified in that Seller mayPayment Demand, upon any breach or default of Purchaser of a Guaranteed Obligation, or at any time thereafter, and Parent Guarantor shall be required to make demand upon payment with respect to the Overdue Obligation(s) specified in that Payment Demand within five (5) Business Days after Parent and receive payment and performance of Guarantor receives such Guaranteed Obligation, with or without notice or demand for payment or performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of Purchaser or any other person as parties theretodemand. (c) Parent agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) the genuineness, validity, regularity and enforceability of this Agreement or any other document executed in connection herewith; (ii) any extension, renewal, amendment, change, waiver or other modification of this Agreement or any other document executed in connection herewith; (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided The guaranty set forth in this Section 11.21(c))7.07 will remain in full force and effect, and will be binding upon Parent Guarantor, until all of the Guaranteed Obligations have been satisfied. (d) To the fullest extent permitted by applicable Law, the waiver obligations of Parent’s rights Parent Guarantor under this Section 7.07 shall not be otherwise affected, modified or impaired upon the happening of subrogationany event, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void including (a) any legal disability, incapacity or voidable for any reasonsimilar defense, Parent’s rights of subrogation and reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (eb) Any modification, limitation the sale or discharge transfer of all or any part portion of the Guaranteed Obligations arising out assets of or equity (including limited liability company interests), whether owned directly or indirectly by virtue Parent Guarantor or other beneficial interests, in AssetCo, (c) the merger, consolidation, restructuring, termination, dissolution, bankruptcy, insolvency or liquidation of AssetCo or Parent Guarantor, and (d) any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of Parent Guarantor from the performance or observance of any bankruptcyobligation, reorganization warranty or similar proceeding for relief of Purchaser agreement contained in this Section 7.07. Notwithstanding anything contained in this Agreement, the guaranty provided under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance or must otherwise be restored or returned by Seller to Purchaser under any insolvency, bankruptcy or other Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty Section 7.07 shall continue and remain in full force and effect to be effective or be reinstated, as the case may be, if at any time payment of all, or any part thereof, of any payment made by AssetCo or Parent Guarantor under this Agreement is rescinded or must otherwise be restored or repaid by the Contributor as a result of the bankruptcy or insolvency of AssetCo. The insolvency of AssetCo or Parent Guarantor, and any bankruptcy or reorganization proceeding with respect thereto, shall not affect in any way Parent Guarantor’s unconditional and absolute liability hereunder. (e) Without limiting Parent Guarantor’s own defenses and rights hereunder, Parent Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which AssetCo is or may be entitled arising from or out of this Agreement, except for defenses (if any) based upon the bankruptcy, insolvency, dissolution or liquidation of AssetCo or any lack of power or authority of AssetCo to enter into and/or perform the Agreement. (f) Parent Guarantor hereby represents and warrants to the Contributor that: (i) Parent Guarantor is a Delaware corporation, has been duly incorporated and is validly existing and in good standing under the Laws of its jurisdiction of incorporation; (ii) Parent Guarantor has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the execution and delivery by Parent Guarantor of this Agreement and the performance by Parent Guarantor of its obligations hereunder have been duly and validly authorized by all necessary corporate action on behalf of Parent Guarantor; (iv) this Agreement has been duly and validly executed and delivered by Parent Guarantor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Contributor, constitutes a legal, valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor in accordance with its terms, except as though such payment(senforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity; (v) had the execution, delivery and performance by Parent Guarantor of this Agreement does not require Parent Guarantor to obtain any Consent of any Governmental Entity or other Person, other than Consents that have already been madeobtained; and (vi) the execution and delivery by Parent Guarantor of this Agreement do not, and the performance by Parent Guarantor of its obligations under this Agreement will not: (1) result in a violation or breach of any of the provisions of the Charter Documents of Parent Guarantor; (2) result in a violation or breach of, or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), any material Contract to which Parent Guarantor is a party, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to have a material adverse effect on Parent Guarantor’s ability to perform its obligations under this Agreement; and (3) result in a violation or breach of any provision of any Law applicable to Parent Guarantor, except as would not reasonably be expected to have a material adverse effect on Parent Guarantor’s ability to perform its obligations under this Agreement. (vii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7.07(f), PARENT GUARANTOR IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED.