Common use of Obligations Guaranteed Clause in Contracts

Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.

Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it the Borrower is a party (items (i) through (iv), the "“Subsidiary Guarantee Obligations"”). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it the Borrower is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of AmericaCanada. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes, this Agreement or the Transaction DocumentsCollateral, (ii) the Agent's ’s and Lenders' ’ right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.

Obligations Guaranteed. (a) The Subsidiary GuarantorsCompany, jointly in ------------------------ ---------------------- consideration of the execution and severallydelivery of this Agreement, hereby unconditionally guarantee and irrevocably guarantees to each you (together with your successors and assigns, hereinafter referred to as the "Purchaser"), and to the holders from time to time of the Agent Notes, the due and the Lenders (i) the full and prompt punctual payment of the principal of of, premium, if any (including the Yield-Maintenance Premium), and interest on the Notes and (including post-petition interest in the indebtedness represented thereby and the L/C Obligations event of a bankruptcy or similar proceeding) when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption by notice of prepayment or otherwise; (ii) , according to the full terms thereof and prompt of this Agreement, and the due and punctual payment of interest on any other amounts owing to the Purchaser and to such holders under or in respect of the Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part all other payment obligations of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought ESOP hereunder as each cause of action arises. (c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred amounts payable by the Agent ESOP pursuant to paragraph 7), whether absolute or contingent, liquidated of unliquidated. In the absence of the due observance and performance by the Lenders upon ESOP of any of its other obligations, undertakings and conditions contained in this Agreement, the occurrence Company shall use its best efforts, to the extent practicable, to provide reasonably equivalent performance intended to achieve comparable results. If the ESOP shall not punctually pay any such principal, premium (including, without limitation, Yield-Maintenance Premium), interest or other amounts (regardless of an Event whether the holders of Default under the Notes have recourse against the ESOP), the Company shall make such payment forthwith thereafter. If the Purchaser or any of the holders of the Notes shall have the right to declare any or all of the Transaction DocumentsNotes due and payable (or any such right shall be limited by operation of the last sentence of paragraph 9A or otherwise), and acceleration of the payment of such Notes is stayed, enjoined or otherwise prevented for any reason, including, without limitation, because of any bankruptcy proceeding or the provisions of Treasury Regulation section 54.4975-7 or 54.4975-11, the Company, upon demand therefor, shall pay to the Purchaser and each holder of Notes the sums which would have been due to the Purchaser and such holders under this Agreement if such acceleration had occurred, all as permitted by applicable law.

Obligations Guaranteed. (a) The Subsidiary GuarantorsCorporate Guarantor hereby ---------------------- irrevocably, jointly absolutely and severally, hereby unconditionally guarantee guarantees to each the Trustee for the benefit of the Agent Holders from time to time of the Bonds, the Bank and the Lenders Issuing Agent (i1) the full and prompt payment of the principal of the Notes Bonds and the indebtedness represented thereby thereby, and the L/C Obligations redemption premium, if any, on the Bonds when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption redemption, purchase or otherwise; , (ii2) the full and prompt payment of interest on the Notes and the L/C Obligations Bonds when and as the same shall become due and payable (including interest at and, if the Overdue Rate Letter of Credit is in effect, on any part amounts due and owing to the Bank, (3) the payment, performance and observance of all obligations of the principal amount, interest amount or other amount due Lessee in favor of the Bank and the Issuing Agent under this the Reimbursement Agreement and not paid when due); in respect of the Letter of Credit, (iii4) to the extent permitted by law, the full and prompt payment of an amount equal to each and all of the rental payments and other sums sums, when and as the same shall become due, required to be paid by the Borrower Lessee under the terms of this Agreement and under each of the other Transaction Documents to which it is a party Lease Agreement, and (iv5) to the extent permitted by law, the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower Lessee of all of the obligations, covenants and agreements required to be performed and observed by the Borrower Lessee under the terms of the Transaction DocumentsLease Agreement (the payments, obligations, covenants and agreements referred to above being collectively referred to as the "Guaranteed Obligations"). The Corporate Guarantor further hereby irrevocably, absolutely and unconditionally agrees that upon any default in the payment of any the Guaranteed Obligations, the Corporate Guarantor will promptly pay the same. All payments by the Corporate Guarantor shall be paid in lawful money of the United States of America. Each and every default in the payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. (cb) The Subsidiary Guarantors further agree Corporate Guarantor agrees that the Subsidiary Guarantee Obligations constitute this Guaranty Agreement constitutes an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Trustee, the Holders of the Bonds, the Bank or the Issuing Agent and the Lenders to (i1) any security held by or for the benefit of the Agent and the Lenders for payment Holders of the principal ofBonds, premium, if any, interest on or other amounts due under the Notes, this Agreement Bank or the Transaction DocumentsIssuing Agent for any of the Guaranteed Obligations, (ii2) the Trustee's, any Bondholder's, the Bank's or the Issuing Agent's and Lenders' right rights against any other Personperson, or (iii3) any other right or remedy available to the Trustee, any Holder of the Bonds, the Bank or the Issuing Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations obligations of the Corporate Guarantor under this Guaranty Agreement are direct, unconditional and completely independent of the obligations of any other Person or entityPerson, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors Corporate Guarantor without the necessity of joining the Agency or any other party or previous previously proceeding with or exhausting any other remedy against any other Person who might have become liable for any of the indebtedness Guaranteed Obligations or of realizing upon any security held by or for the benefit of the Agent and Holders of the LendersBonds, the Bank or the Issuing Agent. (dc) The Subsidiary Guarantors shall pay Reference is made to Article X of the Indenture which provides that, subject to certain conditions, the Indenture may be discharged prior to the Agent date on which all of the Bonds have become due and payable if there shall be deposited with the Lenders all reasonable costs Trustee moneys and/or Government Obligations in an amount sufficient to pay the entire principal of, redemption premium, if any, and expenses interest due and to become due on such Bonds on or prior to the maturity or redemption thereof. If any lien, encumbrance or charge based on any claim of any kind (including, without limitation, reasonable attorneys' feesany claim for income, franchise or other taxes, whether Federal, state or otherwise but excluding any claim against any Bondholder) incurred shall be asserted or filed against any moneys so deposited with the Trustee (or the income therefrom) so as to: (1) interfere with the due application by the Agent and Trustee of such moneys to the Lenders upon the occurrence of an Event of Default under any or all payment of the Transaction DocumentsBonds or the reimbursement of the Bank or the Issuing Agent for draws under the Letter of Credit, pursuant to the applicable provisions of the Indenture, or (2) subject the Holders of the Bonds, the Bank or the Issuing Agent to any obligation to refund any moneys applied to payment of the Bonds or the reimbursement of amounts drawn under the Letter of Credit, then the Corporate Guarantor promptly will take, or cause the taking of, such action (including, but not limited to, the payment of money) as may be necessary to prevent, or to nullify the cause or result of, such interference or such obligation, as the case may be. The discharge of the lien and pledge of the Indenture prior to the date on which all Bonds have become due and payable shall not release the Corporate Guarantor from its obligations under this Guaranty Agreement except to the extent the Bonds are defeased pursuant to Article X of the Indenture. The Corporate Guarantor further waives any benefits of any credit for the fair market value of the Facility in any action for foreclosure or for a deficiency judgment (including any credit under Section 1371 of the New York Real Property Actions and Proceedings Law).

Obligations Guaranteed. Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or such Subsidiary Guarantor, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the indebtedness represented thereby and the L/C Obligations Note Purchase Agreement when and as the same shall become due and payable, whether at the stated maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise; , (ii) the full and prompt payment of interest on the Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (ivb) the full and prompt performance and observance by the Borrower Company of each and all of the obligations, covenants and agreements required to be performed and or observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunderNote Purchase Agreement, and separate suits may be brought hereunder as each cause of action arises. (c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolutepayment, unconditionalupon demand by any Noteholder, present of all costs and continuing guarantee of performance expenses, legal or otherwise (including reasonable attorneys’ fees) and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premiumsuch expenses, if any, interest on as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other amounts due under Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, this the Note Purchase Agreement or any of the Transaction Documents, (ii) other Financing Documents or any of the Agent's and Lenders' right against terms thereof or of any other Person, like circumstance or circumstances (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent all of the obligations of any other Person or entitydescribed in the foregoing clause (a), clause (b) and a separate cause of action or separate causes of action may be brought and prosecuted against clause (c) being referred to herein as the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit “Guaranteed Obligations”). The guaranty of the Agent Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Lenders. (d) The Subsidiary Guarantors Note Purchase Agreement when and as the same are due and payable and shall pay not be deemed to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all be a guaranty only of the Transaction Documentscollectability of such payments and that in consequence thereof each Noteholder may ▇▇▇ any Subsidiary Guarantor directly upon such principal, interest and other amounts becoming so due and payable.

Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly and severally, Lessee hereby ---------------------- unconditionally guarantee guarantees to each of the Agent and the Lenders Bondholder (i1) the full and prompt payment of the principal of the Notes Bond and the indebtedness represented thereby thereby, and the L/C Obligations redemption premium, if any, on the Bond when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii2) the full and prompt payment of interest on the Notes and the L/C Obligations Bond when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due)payable; (iii3) the full and prompt payment of an amount equal to each and all of the rental payments and other sums when and as the same shall become due, required to be paid by the Borrower Lessee under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and Lease Agreement; and (iv4) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower Lessee of all of the obligations, covenants and agreements required to be performed and observed by the Borrower Lessee under the terms of the Transaction Lease Agreement, the Building Loan Contract and the other Security Documents. The Lessee hereby irrevocably and unconditionally agrees that upon any default by the Agency in the payment, when due, of any principal of, any redemption premium on, or any interest on the Bond, the Lessee will promptly pay the same. The Lessee further hereby irrevocably and unconditionally agrees that (i) upon any default by the Lessee in the rental payments and other sums, when due and payable, under the Lease Agreement the Lessee will promptly pay the same, and (ii) upon any default by the Lessee in any of the obligations, covenants and agreements required to be performed and observed by the Lessee under the Lease Agreement, the Building Loan Contract and the other Security Documents, the Lessee will effect the observance of such obligations, covenants and agreements. All payments by the Lessee shall be paid in lawful money of the United States of America. Each and every default (x) in the payment of the principal of, redemption premium, if any, or interest on the Bond, (y) in the payments of the rental payments and other sums required to be paid by the Lessee under the terms of the Lease Agreement, or (z) in the prompt performance and observance by the Lessee of all of the obligations, covenants and agreements required to be performed and observed by the Lessee under the terms of the Lease Agreement, the Building Loan Contract and the other Security Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action actions arises. (cb) The Subsidiary Guarantors Lessee further agree agrees that the Subsidiary Guarantee Obligations constitute this Lessee Guaranty constitutes an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders Bondholder to (i1) any security held by or for the benefit of the Agent and the Lenders Bondholder for payment of the principal of, redemption premium, if any, or interest on or other amounts due under the Notes, this Agreement or the Transaction DocumentsBond, (ii2) the AgentBondholder's and Lenders' right rights against any other Personperson, or (iii3) any other right or remedy available to the Agent and the Lenders Bondholder by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations obligations of the Lessee under this Lessee Guaranty are direct, unconditional and completely independent of the obligations of any other Person or person of entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors Lessee without the necessity of joining the Agency or any other party or previous previously proceeding with or exhausting any other remedy against any other Person person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the LendersBondholder. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.

Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.

Obligations Guaranteed. (a) The Each of the Subsidiary Guarantors, jointly and severally, in consideration of the execution and delivery of this Agreement and certain other benefits to the Subsidiary Guarantors which are expected to arise as a result of the transactions contemplated by this Agreement, hereby unconditionally guarantee and irrevocably guarantees to each the Purchasers and to the holders from time to time of the Agent Notes the due and the Lenders (i) the full and prompt punctual payment of the principal of the Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Notes and the L/C Obligations when and as the same shall become due and payable (including interest whether at the Overdue Rate on maturity thereof, by acceleration, by notice of prepayment or otherwise) according to the terms thereof and of this Agreement, as such may be amended from time to time, and the due and punctual payment of any part other amounts owing to the Purchasers and to such holders under or in respect of the principal amountNotes, interest amount or other amount and the due and punctual payment of any obligations with respect to the Put owing to the Purchasers and to the holders of the Warrants, under this Agreement and not paid when due); (iii) the full and prompt all other payment of an amount equal to each and all obligations of the payments Company and other sums when its Subsidiaries hereunder and as the same shall become duethereunder, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and whether absolute or contingent, liquidated or unliquidated (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv)collectively, the "Subsidiary Guarantee Guaranteed Obligations"). The Subsidiary Guarantors hereby irrevocably In the absence of the due observance and unconditionally agree that upon any default performance by the Borrower in the payment, when due, Company and its Subsidiaries of any principal ofof its or their other obligations, undertakings and conditions contained in this Agreement, each Subsidiary Guarantor shall use its best efforts, to the extent practicable, to provide reasonably equivalent performance intended to achieve comparable results. If the Company or its Subsidiaries shall not punctually pay any such principal, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent Guaranteed Obligations (regardless of whether the Purchasers or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt holders of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes or L/C ObligationsWarrants have recourse against the Company), (ii) in each Subsidiary Guarantor shall provide that such payment be made forthwith thereafter. If the payment of Purchasers or any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms holders of the Transaction Documents, Notes shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Subsidiary Guarantors further agree that have the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under declare any or all of the Transaction DocumentsNotes or other Guaranteed Obligations due and payable,. and acceleration of the payment of such Notes or other Guaranteed Obligations is stayed, enjoined or otherwise prevented for any reason, in each case as determined in good faith by the Purchasers and each holder of Notes, each Subsidiary Guarantor, upon demand therefor, shall pay to the Purchasers and each holder of Notes, the sums which would have been due to the Purchasers and such holders under this Agreement if such acceleration had occurred, all as permitted by applicable law.

Obligations Guaranteed. FNB hereby irrevocably, absolutely and unconditionally guarantees to the Holders and ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as Trustee (the "Trustee") under the Indenture dated as of January ____, 2005 by and among the Company, FNB as Guarantor and the Trustee (the "Indenture"): (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of all of the Notes Securities and of the indebtedness represented thereby interest thereon at the rate therein stipulated and all other amounts owing to the L/C Obligations Holders by the Company, when and as the same shall become due and payable, whether at the stated maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (ivb) the full and prompt performance and observance by the Borrower Company and Regency Consumer Financial Services Inc., the Company's general partner (the "General Partner"), of each and all of the obligations, covenants and agreements required to be performed and or observed by the Borrower each of them under the terms of this Agreement the Securities and under the Indenture, in each and every case irrespective of the validity, regularity or enforcement of any of the Securities or the Indenture or any of the terms thereof or of any other Transaction Documents like circumstance or circumstances (all of the obligations described in the foregoing clauses being referred to which it is a party (items (i) through (iv), herein as the "Subsidiary Guarantee Guaranteed Obligations"). The Subsidiary Guarantors hereby irrevocably guaranty of the Securities herein provided for is a guaranty of the immediate and unconditionally agree that upon any default by timely payment of the Borrower in the payment, when due, of any principal ofprincipal, interest on or and all other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due Holders under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay Securities when and as the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably are due and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants payable and agreements required shall not be deemed to be performed and observed by the Borrower under this Agreement and under each a guaranty only of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance collectibility of such obligationspayments and that in consequence thereof each Holder may ▇▇▇ FNB directly upon such principal, covenants interest and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) other amounts becoming so due and payable. All payments by the Subsidiary Guarantors shall be paid terms used in this Guaranty which are defined in the lawful currency of Indenture and not otherwise defined herein shall have the United States of America. Each and every default (i) meanings assigned to them in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arisesIndenture. (c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.