Subsidiary Guaranty Agreement Sample Contracts

ARTICLE 1 DEFINITIONS
Subsidiary Guaranty Agreement • November 8th, 2010 • Con-Way Inc. • Trucking (no local) • New York
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SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • August 7th, 2015 • Cabelas Inc • Retail-miscellaneous shopping goods stores
SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • September 26th, 2019 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York

THIS THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT dated as of September 25, 2019 (this “Guaranty Agreement”), is entered into among EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a “Guarantor” and collectively the “Guarantors”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

FOURTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • February 27th, 2017 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina

THIS FOURTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of November 30, 2016, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON THEREIN AS A “GUARANTOR” (each a “Guarantor” and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Revolving Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Treasury Management Arrangements as more particularly described in Section 19 hereof, the “Revolving Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT dated as of June 27, 2017 by and among SWITCH, LTD., as Borrower, and Certain Domestic Subsidiaries of SWITCH, LTD., as Guarantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Subsidiary Guaranty Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York

THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”), dated as of June 27, 2017, is made by SWITCH, LTD., a Nevada limited liability company (the “Borrower”) and certain Subsidiaries of the Borrower (such Subsidiaries, collectively, the “Guarantors” and each, a “Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of itself and the Secured Parties.

NOTE PURCHASE AGREEMENT
Subsidiary Guaranty Agreement • November 17th, 2004 • Brandywine Realty Trust • Real estate investment trusts • New York

BRANDYWINE OPERATING PARTNERSHIP, L.P., a limited partnership organized under the laws of the State of Delaware (the “Issuer”), and BRANDYWINE REALTY TRUST, a real estate investment trust organized under the laws of the State of Maryland and the sole general partner and a limited partner of the Issuer (the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally agree with the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York

This SUBSIDIARY GUARANTY AGREEMENT (this “Subsidiary Guaranty Agreement”), dated as of January 30, 2012, is made jointly and severally by the Persons listed on the signature pages hereof as Subsidiary Guarantors and each of the other Persons that from time to time becomes an Additional Subsidiary Guarantor pursuant to the terms of Section 11 hereof (each a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”), in favor of each of the holders from time to time of the Notes issued under the Note Agreement referred to below (each a “Beneficiary”, and collectively, the “Beneficiaries”). Capitalized terms used but not defined herein shall have the meanings given to them in the Note Agreement referred to below.

THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • February 27th, 2017 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina

THIS THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of November 30, 2016, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON THEREIN AS A “FLOORPLAN SUBSIDIARY GUARANTOR” (each a “Guarantor” and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Floorplan Credit Agreement defined below (collectively with the Administrative Agent and the Revolving Administrative Agent (as defined below), in its capacity as collateral agent under the Floorplan Credit Agreement, the “Floorplan Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the

FRANKLIN ELECTRIC CO., INC. and FRANKLIN ELECTRIC B.V. FOURTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of July 30, 2021
Subsidiary Guaranty Agreement • August 3rd, 2021 • Franklin Electric Co Inc • Motors & generators • Illinois

The undersigned, Franklin Electric Co., Inc., an Indiana corporation (herein called the “Company”) and Franklin Electric B.V., a Netherlands private company with limited liability (the “Dutch Subsidiary Issuer”), hereby agree with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein.

New Jersey Resources Corporation Shelf Note Purchase Agreement Dated as of June 30, 2011
Subsidiary Guaranty Agreement • July 6th, 2011 • New Jersey Resources Corp • Natural gas distribution • New York

New Jersey Resources Corporation, a New Jersey corporation (the “Company”), agrees with you and with any Purchasers (as hereinafter defined) as follows:

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • April 23rd, 2009 • Walter Investment Management Corp • Real estate investment trusts • New York

THIS SUBSIDIARY GUARANTY AGREEMENT (the “Agreement”), dated as of April 20, 2009, by and among WALTER INVESTMENT MANAGEMENT CORP., a Maryland corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the benefit of itself and the several banks and other financial institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower, the several banks and other financial institutions from time to time party thereto (the “Lenders”), the Administrative Agent, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall the

Rexford Industrial Realty, L.P. Rexford Industrial Realty, Inc. 3.88% Series 2019A Guaranteed Senior Notes due July 16, 2029 4.03% Series 2019B Guaranteed Senior Notes due July 16, 2034 Note Purchase and Guarantee Agreement Dated as of July 16, 2019
Subsidiary Guaranty Agreement • July 19th, 2019 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

Rexford Industrial Realty, L.P., a Maryland limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Issuer”), and Rexford Industrial Realty, Inc., a Maryland corporation and the sole general partner and a limited partner of the Issuer (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:

Form of Subsidiary Guaranty
Subsidiary Guaranty Agreement • November 15th, 2017 • Littelfuse Inc /De • Switchgear & switchboard apparatus • New York

This Subsidiary Guaranty Agreement, dated as of [on or before January 19, 2018] (this “Subsidiary Guaranty Agreement”), is made by each of the undersigned (each a “Subsidiary Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 14.1 hereof, the “Subsidiary Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • December 27th, 2005 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York

This SUBSIDIARY GUARANTY AGREEMENT, dated as of December 21, 2005 (this “Agreement”), is made by and among each Subsidiary of Gilead Sciences, Inc., a Delaware corporation (“Parent”), listed on the signature pages hereof (such Subsidiaries, together with any Additional Guarantors which hereafter become a party to this Agreement pursuant to Section 5.06, are collectively referred to as the “Guarantors” and individually as a “Guarantor”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacities, the “Administrative Agent”) for each of the Credit Parties.

CORESITE, L.P. $175,000,000 3.91% Senior Notes due April 20, 2024
Subsidiary Guaranty Agreement • April 20th, 2017 • CoreSite Realty Corp • Real estate investment trusts • New York

Each of CORESITE, L.P., a Delaware limited partnership (the “Issuer”), and CORESITE REALTY CORPORATION, a Maryland corporation (the “Parent”) (in respect of Sections 22.6, 22.7 and 23 hereof), agrees with each of the Purchasers as follows:

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service • New York

THIS SUBSIDIARY GUARANTY AGREEMENT dated as of August 2, 2012 (this “Guaranty”), by each of the Subsidiaries signatory hereto and the other Persons from time to time party hereto pursuant to the execution and delivery of a Supplement to this Guaranty in the form of Annex 1 hereto (each of such Subsidiaries and each other such Person referred to herein as a “Guarantor” and collectively, the “Guarantors”) of Fortegra Financial Corporation, a Delaware corporation (“Fortegra”) and LOTS Intermediate Co., a Delaware corporation (together with Fortegra, each, a “Borrower” and collectively, the “Borrowers”), in favor of the Administrative Agent (as defined below) and each of the Guarantied Parties (as defined below).

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of February 28, 2007 among RUBY TUESDAY, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, WACHOVIA...
Subsidiary Guaranty Agreement • October 13th, 2009 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2007, by and among RUBY TUESDAY, INC., a Georgia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and BANK OF AMERICA, N.A., in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), as Issuing Bank (the “Issuing Bank”), and as Swingline Lender (the “Swingline Lender”).

400,000,000 4.07% Senior Notes, Series A, due March 13, 2026
Subsidiary Guaranty Agreement • March 29th, 2019 • Paychex Inc • Services-engineering, accounting, research, management • New York

Paychex of New York LLC, a Delaware limited liability company (the “Company”), and Paychex, Inc., a Delaware corporation (the “Parent” and collectively with the Company, the “Obligors”), jointly and severally, agree with each of the Purchasers as follows:

Molex Incorporated $150,000,000 Senior Notes $50,000,000 2.91% Series 2011A Senior Notes, Tranche A, due August 18, 2016 $50,000,000 3.59% Series 2011A Senior Notes, Tranche B, due August 18, 2018 $50,000,000 4.28% Series 2011A Senior Notes, Tranche...
Subsidiary Guaranty Agreement • August 24th, 2011 • Molex Inc • Electronic connectors • Illinois

Molex Incorporated, a Delaware corporation (the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:

AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 30, 2010 among KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent CITIBANK, NA as...
Subsidiary Guaranty Agreement • April 9th, 2010 • Kayne Anderson Energy Development Co • New York

THIS AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2010, by and among KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY, a Maryland corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”) and as Swingline Lender (the “Swingline Lender”), CITIBANK, NA, as Syndication Agent (“Syndication Agent”) and UBS SECURITIES LLC as Documentation Agent (“Documentation Agent”).

ITT Holdings LLC $325,000,000 3.92% Guaranteed Senior Notes, Series A, due May 21, 2025 $275,000,000 4.02% Guaranteed Senior Notes, Series B, due May 21, 2027 Note Purchase Agreement Dated May 8, 2015
Subsidiary Guaranty Agreement • August 3rd, 2015 • Macquarie Infrastructure Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of May 21, 2015 (this “Guaranty Agreement”), is made by each of the undersigned (each a “Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 15.1 hereof, the “Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

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AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. AMERICOLD REALTY TRUST 4.68% Series A Guaranteed Senior Notes due January 8, 2026 4.86% Series B Guaranteed Senior Notes due January 8, 2029 NOTE AND GUARANTY AGREEMENT Dated as of December 4, 2018
Subsidiary Guaranty Agreement • December 5th, 2018 • Americold Realty Trust • Real estate investment trusts • New York

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Issuer”), and AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:

FIFTH AMENDED, RESTATED AND CONSOLIDATED SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • April 20th, 2021 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina

THIS FIFTH AMENDED, RESTATED AND CONSOLIDATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of April 14, 2021, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON THEREIN AS A “GUARANTOR” (each a “Guarantor” and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Treasury Management Arrangements as more particularly described in Section 19 hereof, the “Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Cre

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. AMERICOLD REALTY TRUST 1.62% Series D Guaranteed Senior Notes due January 7, 2031 1.65% Series E Guaranteed Senior Notes due January 7, 2033 NOTE AND GUARANTY AGREEMENT Dated as of December 30, 2020
Subsidiary Guaranty Agreement • January 6th, 2021 • Americold Realty Trust • Real estate investment trusts • New York

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Issuer”), and AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of October 6, 2023 among HEALTHSTREAM, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and TRUIST BANK as Administrative Agent
Subsidiary Guaranty Agreement • October 10th, 2023 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of October, 2023, by and among HEALTHSTREAM, INC., a Tennessee corporation (the “Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and TRUIST BANK, a North Carolina banking corporation (“Truist”), in its capacity as “Administrative Agent”, as the “Issuing Bank”, as the “Swingline Lender”, and as a Lender.

SUPPLEMENT TO SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • September 2nd, 2011 • JTH Holding, Inc.

SUPPLEMENT NO. 1 dated as of September 30, 2010 to the Subsidiary Guaranty Agreement (the “Guaranty Agreement”) dated as of February 26, 2008, among each of the Subsidiaries listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of JTH Tax, Inc., a Delaware corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • November 23rd, 2010 • International Speedway Corp • Services-racing, including track operation • New York

THIS SUBSIDIARY GUARANTY AGREEMENT (the “Agreement”), dated as of November 19, 2010, by and among INTERNATIONAL SPEEDWAY CORPORATION, a Florida corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) and WELLS FARGO BANK, N.A., as administrative agent (the “Administrative Agent”) for the benefit of itself and the several banks and other financial institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower, the Lenders, the Administrative Agent, Wells Fargo Bank, N.A. as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”) and SunTrust Bank and JPMorgan Chase Bank, N.A., as co-syndication agents (the “Co-Syndication Agents”) (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used he

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • February 28th, 2012 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS SUBSIDIARY GUARANTY AGREEMENT (the “Agreement”), dated as of February 24, 2012, by and among EXACTECH, INC., a Florida corporation (“Borrower”), each of the subsidiaries of Borrower listed on Schedule I hereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) and SUNTRUST BANK, as administrative agent (the “Administrative Agent”) for the several banks and other financial institutions (the “Lenders”) from time to time party to the Revolving Credit and Term Loan Agreement , dated as of the date hereof, by and among Borrower, the Lenders, Administrative Agent, and SunTrust Bank, as Issuing Bank and Swingline Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement).

SUBSIDIARY GUARANTY AGREEMENT MAY 27, 2016
Subsidiary Guaranty Agreement • May 27th, 2016 • Ruckus Wireless Inc • Computer peripheral equipment, nec • New York

Reference is made to that certain Credit Agreement dated as of May 27, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent and Issuing Lender and the other Secured Parties from time to time party thereto. Capitalized terms used and not defined herein are used with the meaning assigned to such terms in the Credit Agreement.

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • February 20th, 2015 • Heatwurx, Inc. • Construction machinery & equip • Delaware

THIS SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”), dated as of February 16, 2015, is made by Dr. Pave Worldwide, LLC, a Delaware limited liability company and Dr. Pave, LLC, a California limited liability company (collectively referred to as the "Guarantor"), in favor of JMW Fund, LLC, a Delaware limited liability company, Richland Fund, LLC, a Nevada limited liability company, and San Gabriel Fund, LLC, a California limited liability company B, LLC (collectively referred to as the "Lender").

TERM LOAN AGREEMENT Dated as of September 29, 2015 among
Subsidiary Guaranty Agreement • October 1st, 2015 • STAG Industrial, Inc. • Real estate investment trusts • New York

This TERM LOAN AGREEMENT (the “Agreement”) is entered into as of September 29, 2015, among STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), STAG INDUSTRIAL, INC., a Maryland corporation and the sole member of the sole general partner of the Borrower (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent.

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • June 19th, 2008 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS SUBSIDIARY GUARANTY AGREEMENT dated as of June 13, 2008, among each of the Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of EXACTECH, INC., a Florida corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • October 31st, 2011 • Pool Corp • Wholesale-misc durable goods • New York

This SUBSIDIARY GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is entered into as of October 19, 2011, by certain Domestic Subsidiaries (such Subsidiaries, collectively, the “Subsidiary Guarantors”, each, a “Subsidiary Guarantor”) of POOL CORPORATION, a Delaware corporation (the “US Borrower”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Guaranteed Parties (as defined below).

SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • August 1st, 2011 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina

THIS SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of July 8, 2011, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON THEREIN AS A “GUARANTOR” (each a “Guarantor” and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Revolving Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Treasury Management Arrangements as more particularly described in Section 19 hereof, the “Revolving Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in th

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