Common use of Parent Guaranty Clause in Contracts

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary GuarantyREIT hereby irrevocably, absolutely and unconditionally guaranties guarantees as primary obligors and not as surety to each holder of any Note or Notes at any time outstanding the holders from time to time of the Notes: (i) the full and prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and interest at the Default Rate (if any) and interest accruing at the then applicable rate set forth provided in the NotesNotes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Issuer Company under this Agreement and under the Notes other Note Documents to any holder (includingincluding costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without limitationany demand or notice whatsoever, costs and expenses), (ii) that in the full and prompt performance and observance by the Issuer case of each and all any extension of time of payment or renewal of any of the obligationsGuaranteed Obligations, covenants and agreements required to the same will be performed promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or observed by the Issuer under otherwise) in accordance with the terms of the Notes and this Agreement such extension or renewal and (iiiy) pay to the full and prompt payment, upon demand by any holder of any Note such amounts, to the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if anyextent lawful, as shall have been expended be sufficient to pay the costs and expenses of collection or incurred in the protection or enforcement of otherwise enforcing any right or privilege of such holder’s rights under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreementincluding reasonable counsel fees. The guaranty All obligations of the Notes herein provided for is a guaranty Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the immediate and timely Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and any Note shall not be deemed to be a guaranty only of the collectability also survive payment of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableNote.

Parent Guaranty. The Parent herebyunconditionally and irrevocably guarantees to Buyer and its successors and assigns the full and timely performance of Seller’s obligations (including all indemnification and payment obligations) pursuant to this Agreement and pursuant to any agreement, jointly 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 “Seller Obligations”). Parent acknowledges and severallyagrees that this guaranty is full, together absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Seller, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment any of the Seller Obligations (other than in accordance with the Subsidiary Guarantors under terms of this Agreement), or other change in any Seller Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, shall affect the Subsidiary Guarantycontinuing validity and enforceability of this guaranty, absolutely nor shall such validity and unconditionally guaranties enforceability be affected by any lack of validity or enforceability of any Seller Obligation as a result of the application of any bankruptcy, insolvency, moratorium or other similar Legal Requirement relating to creditors’ rights and general principles of equity to Seller. Parent hereby waives, for the benefit of Buyer, to the holders 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 or exonerate guarantors or sureties, including those which would otherwise 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), presentment, demand, performance, protest, suit or other action as the same pertains to Seller or any of the Seller Obligations, or 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 and without impairing or releasing the obligations of Parent under this guaranty, with respect to any of the Notes: Seller Obligations, (i) agree with Seller to make any change in the full and prompt payment terms of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses)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 shall not institute, and shall cause its Affiliates not to institute, any Action asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and shall remain in full force and prompt performance effect and observance by the Issuer of each shall be binding on Parent, its successors and assigns until all of the obligations, covenants Seller Obligations have been paid and agreements required satisfied in full and shall continue to be performed effective or observed be reinstated, as the case may be, if 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 Issuer under recipient thereof upon the terms insolvency, bankruptcy, reorganization or similar event of the Notes and Seller, Parent, or any other Person. Parent understands that Buyer is relying on this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred guaranty in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of entering into this Agreement. The guaranty References to Buyer in this Section 11.4 shall include Buyer’s Affiliates and their successors and assigns to the extent any of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same them are due and payable and shall not be deemed parties to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableany Ancillary Agreement or other Seller Obligation.

Parent Guaranty. The Parent hereby, jointly and severally, together with hereby guarantees (the Subsidiary Guarantors under undertaking of Parent contained in this Article 16 being the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i“Parent Guarantee”) the full and prompt punctual payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payabledue, whether by lapse of timeat stated maturity, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notesotherwise, of all costs Obligations of Walgreens and expenses, legal each Designated Borrower now or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege hereafter existing under the Notes or this Agreement, includingwhether for principal, without limitationinterest, fees, expenses or otherwise, which Obligations shall include such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against Parent, Walgreens or any Designated Borrower under any Debtor Relief Laws, and shall include interest that accrues after the commencement of any proceeding under any Debtor Relief Laws (such obligations, collectively, being the “Subsidiary Borrower Obligations”), and any and all expenses (including counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any consultation or action in connection therewith, subject to rights under the limitations set forth in Section 15.1 of this AgreementParent Guarantee. The guaranty of the Notes herein provided for Parent Guarantee is a guaranty of the immediate payment and timely payment not of the principal and interest on the Notes collection. Parent agrees that, as between Parent and the Make-Whole Amount (if any) as and when Administrative Agent, the same are Subsidiary Borrower Obligations may be declared to be due and payable and shall not be deemed to be a guaranty only for purposes of the collectability Parent Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Walgreens or any Designated Borrower and that in the event of such payments a declaration or attempted declaration, the Subsidiary Borrower Obligations shall immediately become due and therefore each holder payable by Parent for purposes of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableGuarantee.

Parent Guaranty. The As a material inducement to Seller to enter into this Agreement and in recognition of substantial direct and indirect benefits to Buyer Parent herebytherefrom, jointly and severallyBuyer Parent hereby absolutely, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely irrevocably and unconditionally guaranties guarantees to Seller the holders from time to time of the Notes: (i) the full due and prompt payment of the principal punctual performance by Buyer of all of the Notes Buyer’s obligations and liabilities under or in respect of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and including all of the obligations, covenants Buyer’s payment obligations hereunder and agreements required to be performed any obligations or observed by the Issuer under the terms liabilities of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by Buyer arising from any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 breach of this Agreement. The guaranty of the Notes herein provided for This is a guaranty guarantee of payment and performance, and not of collection, and Buyer Parent’s liabilities hereunder are absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the immediate terms and timely payment conditions of this Agreement that may be agreed to by Buyer hereto in accordance with the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and terms of this Agreement. Buyer Parent agrees that its obligations hereunder shall not be deemed released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Buyer or (b) any insolvency, bankruptcy, reorganization or other similar proceeding instituted by or against Buyer. Buyer Parent hereby waives, for the benefit of Seller, (i) any right to require Seller, as a condition of payment or performance by Buyer Parent, to proceed against Buyer or pursue any other remedy whatsoever and (ii) to the fullest extent permitted by applicable Law, any defenses or benefits that may be a guaranty only derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, except to the collectability extent that any such defense is available to Buyer. Notwithstanding anything to the contrary contained in this Section 11.17 or otherwise, Seller hereby agrees that Buyer Parent shall have all defenses to its obligations under this guarantee that would be available to Buyer in respect of such payments and therefore each holder this Agreement whether pursuant to the terms of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablethis Agreement or pursuant to any applicable Law in connection therewith.

Parent Guaranty. The Subject to the limitations set forth under this Section 8.14, Parent herebyhereby absolutely, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely irrevocably and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) guarantees the full and prompt payment, upon demand by any holder performance or discharge when due of all of the NotesPurchaser’s obligations, undertakings, agreements, covenants, representations and warranties pursuant to this Agreement (all such obligations, undertakings, agreements, covenants, representations and warranties are referred to herein as the “Purchaser Obligations”). This guarantee shall be a guarantee of all costs payment and expensesnot of collection. Parent hereby agrees that its obligations hereunder shall be unconditional, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed discharged or otherwise affected by (i) the validity or enforceability of this Agreement against the Purchaser, (ii) any change herein or amendment hereto, (iii) any extension of time with respect to or failure to enforce any Purchaser Obligation, (iv) the recovery of any judgment against the Purchaser or any action to enforce the same, (v) any failure by Seller to give notice of default to Parent or any other notice to Parent, (vi) the occurrence or continuance of any event of bankruptcy, reorganization or insolvency with respect to the Purchaser, or the dissolution, liquidation or winding up of Parent or the Purchaser, or (vii) any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor. Parent covenants that this guaranty made under this Section 8.14 will not be a discharged except by complete performance of all Purchaser Obligations; provided, however, in no event shall the Purchaser Obligations guaranteed by Parent pursuant to this Section 8.14 exceed $3,000,000.00 plus the Deposit. For the avoidance of doubt, such guaranty only shall not apply to the performance of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableany Assumed Contracts.

Parent Guaranty. The Parent herebyGuarantor hereby absolutely, jointly unconditionally and severallyirrevocably guarantees to Purchaser, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer Seller, of each any and all obligations of Seller under this Agreement. Guarantor agrees that its obligations pursuant to this Section 7.17 shall be a continuing, absolute and unconditional guaranty of the obligations, covenants full and agreements required to be performed or observed punctual performance by the Issuer Seller of its obligations under the terms of the Notes and this Agreement and is in no way conditioned upon any requirement that the Purchaser first attempt to collect any of its obligations from Seller without regard to (iiia) the full and prompt paymentvalidity, upon demand by any holder of the Notes, of all costs and expenses, legal regularity or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 enforceability of this Agreement; (b) the absence of any action to enforce the same; (c) any waiver or consent by Seller concerning any provisions hereof; (d) the rendering of any judgment against Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against the Purchaser; or (f) any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor hereby guarantees that any payments Seller is obligated to make hereunder will be made to Purchaser without set-off or counterclaim. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller with respect to the obligations of Seller under this Agreement. This Section 7.17 shall continue to be effective if Seller merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. Notwithstanding anything in this Agreement to the contrary, Guarantor’s guaranty of the Notes herein Seller’s obligations provided for in this Section is a guaranty of the immediate subject to and timely payment of the principal and interest is limited by any limitations on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableSeller’s obligations contained in this Agreement.

Parent Guaranty. The Subject to the provisions of this Section 5.9, Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyhereby irrevocably, absolutely and unconditionally guaranties to the holders from time to time of the Notes: guarantees (i) the full and prompt punctual payment of any amount due and payable by Seller under this Agreement, including those contained in ARTICLE VI, and under each other Transaction Document to which Seller is a party, and (ii) the principal timely satisfaction and performance of all of Seller’s covenants, agreements and obligations contained in this Agreement and each other Transaction Document to which Seller is a party. Upon any failure by Seller to pay punctually any such amount referred to in the Notes foregoing clause (i), Parent shall, forthwith on demand of Buyer, pay the amount not so paid; provided however that any and all defenses or counterclaims available to Seller, including under this Agreement, any other Transaction Document or applicable Law, shall also be available to Parent. Subject to the immediately preceding sentence, the obligations of Parent under this Section 5.9 shall be unconditional and absolute and, without limiting the generality of the interest thereon at the rate therein stipulated and the Make-Whole Amount foregoing, shall not be released, discharged or otherwise affected by (if any)i) any extension, when and as the same shall become due and payablerenewal, whether by lapse settlement, compromise, waiver or release in respect of time, upon redemption or prepaymentany obligation of Seller, by extension operation of Law or by acceleration or declarationotherwise, or otherwise (including (unless and to the extent legally enforceable) interest due on overdue payments of principalBuyer consents to any such extension, Make-Whole Amount (if any) renewal, settlement, compromise, waiver or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses)release, (ii) the full and prompt performance and observance by the Issuer any modification or amendment of each and all of the obligations, covenants and agreements required or supplement to be performed or observed by the Issuer under the terms of the Notes and this Agreement and or any Transaction Document to which Seller is a Party, (iii) any change in the full and prompt paymentcorporate existence, upon demand structure or ownership of Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Seller or its assets or any resulting release or discharge of any obligation of Seller, or (iv) the existence of any claim, set-off or other right which Parent may have at any time against Seller; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim. Upon making any holder payment under this Section 5.9 with respect to Seller, Parent shall be subrogated to the rights of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and payee against Seller with respect to such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablepayment.

Parent Guaranty. The To induce the Company to enter into this Agreement, Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties hereby guarantees to the holders from time to time of Company and its successors and assigns, absolutely, unconditionally and irrevocably, the Notes: (i) full, prompt and complete payment and performance by the full and prompt payment of the principal Buyer of all of the Notes payment and performance obligations of the interest thereon at Buyer contained in this Agreement (the rate therein stipulated “Buyer Obligations”). Parent hereby acknowledges and the Make-Whole Amount (if any)agrees that, when and as the same shall become due and payablewithout any notice to, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declarationfurther assent by, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement loss of any right or privilege under the Notes or this Agreementagainst Parent, including, and without limitation, in any consultation way affecting or action releasing the Liability of Parent hereunder, the Company may at any time agree with the Buyer to renew, extend, modify, compromise, settle or release any Buyer Obligations in connection therewithwhole or in part. Parent waives any and all notice of the renewal, subject to the limitations set forth in Section 15.1 extension, modification or accrual of any Buyer Obligations or acceptance of this Agreementguarantee. The guaranty This guarantee shall be a continuing, absolute, irrevocable and unconditional guarantee of payment and performance, and not merely of collection, and is in no way conditioned or contingent upon any attempt to collect from the Notes herein provided Buyer or other party liable for is a guaranty any Buyer Obligations, enforce performance by the Buyer or such other party, or on any other condition or contingency. Notwithstanding the foregoing, this guarantee shall be reinstated if, at any time following the termination of the immediate and timely this guarantee, any payment of the principal Buyer Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of any party liable for any of the Buyer Obligations or otherwise, and interest is so rescinded, restored or returned, all as though such payment had not been made This guarantee shall remain in full force and effect until the full satisfaction of all the Buyer Obligations. No failure on the Notes part of the Company to exercise, and the Make-Whole Amount no delay in exercising, any rights or power (if anyincluding those hereunder) shall operate as and when the same are due and payable a waiver thereof or a waiver of any other rights or power and shall not be deemed in any way affect or impair this guarantee, nor shall any single or partial exercise by the Company of any rights or power (including those hereunder) preclude any other further exercise thereof or exercise of any other rights or power. Parent hereby agrees to be a guaranty only of pay any and all reasonable attorneys’ fees and any other expenses and costs incurred by the collectability of such payments and therefore each holder of Seller Parties in enforcing the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount Buyer Obligations or any rights under this guarantee. (if anySignature Page Follows) becoming so due and payable.* * * * * cxxiv

Parent Guaranty. To induce the Seller to enter into this Agreement, Parent absolutely, unconditionally and irrevocably guarantees to the Seller (the “Guaranty”), on the terms and conditions set forth herein the due, full and punctual (i) payment of any amount payable by the Purchaser or any amount due hereunder including Losses suffered or sustained by the Seller as a result of 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”). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guaranty is one of payment, not collection and Parent hereby, jointly acknowledges that a separate action or actions may be brought and severally, together with prosecuted against Parent for the Subsidiary Guarantors under full amount of the Subsidiary Guaranteed Obligations to enforce this Guaranty, absolutely and unconditionally guaranties to irrespective of whether any action is brought against the holders from time to time of Purchaser or any other Person or whether the NotesPurchaser 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) the full and prompt failure or delay of the Seller to assert any claim or demand or to enforce any right or remedy against the Purchaser; (ii) any change in the time, place or manner of payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Guaranteed Obligations; (iii) the full and prompt paymentaddition, upon demand by any holder of the Notes, of all costs and expenses, legal substitution or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement release of any right Person now or privilege under hereafter liable with respect to the Notes Guaranteed Obligations, to or from the Guaranty, this Agreement, includingor any related agreement or document; (iv) any change in the corporate existence, without limitationstructure or ownership of the Purchaser or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (v) any insolvency, in bankruptcy, reorganization or other similar proceeding affecting the Purchaser or any consultation Person now or action hereafter liable with respect to the Guaranteed Obligations; (vi) the existence of any claim, set-off or other right which Parent may have at any time against the Purchaser or the Seller whether in connection therewith, subject to with the limitations set forth in Section 15.1 Guaranteed Obligations or otherwise; or (vii) the adequacy of this Agreement. The guaranty any other means the Seller may have of the Notes herein provided for is a guaranty of the immediate and timely obtaining payment of the principal Guaranteed Obligations. To the fullest extent permitted by applicable Law, Parent hereby expressly waives any and interest on all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Notes Seller. Parent hereby waives promptness, diligence, notice of the acceptance of the Guaranty and of the MakeGuaranteed Obligations, presentment, demand for payment, notice of non-Whole Amount performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations and all other notices of any kind (if any) as and when the same are due and payable and shall not be deemed other than notices expressly required to be a guaranty only provided to the Purchaser pursuant to Section 11.16), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of the collectability of such payments Purchaser or any other Person interested in the transactions contemplated by this Agreement, and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableall suretyship defenses generally.

Parent Guaranty. The Parent herebyGuarantor irrevocably and unconditionally, jointly and severally, together with guarantees (a) the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely due and unconditionally guaranties punctual payment to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payableSeller, whether by lapse of timeat stated maturity, upon redemption or prepayment, by extension or by acceleration or declarationotherwise, of all present and future debts, liabilities and obligations, direct or otherwise (including (indirect, absolute or contingent, of Buyer and its Affiliates to the extent legally enforceableSeller arising pursuant to, in respect of or in connection with this Agreement or any Ancillary Agreement, which result from any failure by Buyer or its Affiliates to make timely payments to Seller as required hereunder or thereunder and (b) interest due on overdue payments of principalperformance of, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and compliance with, all other amounts from time to time owing by the Issuer obligations of Buyer and its Affiliates under this Agreement and each Ancillary Agreement (collectively, the “Guaranteed Obligations”). The obligations of the Parent Guarantor under this Section 2.5 shall constitute a present and continuing guarantee of payment and performance and not of collectability, and shall be absolute and unconditional. Without limiting the Notes foregoing, the Parent Guarantor hereby waives, for the benefit of Seller (includingi) any right to require Seller, without limitationas a condition of performance by the Parent Guarantor, costs and expenses)to (A) proceed against Buyer or any other Person, or (B) pursue any other remedy in the power of Seller whatsoever; (ii) the full and prompt performance and observance any defense arising by the Issuer of each and all reason of the obligationsincapacity, covenants lack of authority or any disability or other defense of Buyer including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Buyer from any cause other than complete performance of the Guaranteed Obligations; (iii) (A) any principles or provisions of Law that are or might be in conflict with the terms of this Section 2.5 and agreements required any legal or equitable discharge of the Parent Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the Parent Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Seller protect, secure, perfect or insure any security interest or lien or any property subject thereto; (iv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Agreement or any Ancillary Agreement or any agreement or instrument related hereto or thereto and notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. thereto, and (v) to the fullest extent permitted by law, any defenses or benefits that may be performed derived from or observed afforded by Law that limit the Issuer under liability of or exonerate guarantors or sureties, or that may conflict with the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder obligations of the NotesParent Guarantor hereunder. This Section 2.5 shall be binding upon, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject inure to the limitations set forth in Section 15.1 benefit of, and be enforceable by the successors and permitted assigns of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes Seller and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableGuarantor.

Parent Guaranty. To induce the Seller to enter into this Agreement, Parent absolutely, unconditionally and irrevocably guarantees to Seller (the “Guaranty”), on the terms and conditions set forth herein the due, full and punctual (i) payment of any amount payable by Buyer or any amount due hereunder; and (ii) performance of all of Buyer’s obligation pursuant to this Agreement (the “Guaranteed Obligations”). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guaranty is one of payment, not collection and Parent hereby, jointly acknowledges that a separate action or actions may be brought and severally, together with prosecuted against Parent for the Subsidiary Guarantors under full amount of the Subsidiary Guaranteed Obligations to enforce this Guaranty, absolutely and unconditionally guaranties to irrespective of whether any action is brought against Buyer or whether Buyer is joined in any such action or actions. Parent agrees that the holders from time to time of the NotesGuaranteed Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the full and prompt payment failure or delay of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption Seller to assert any claim or prepayment, by extension demand or by acceleration to enforce any right or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), remedy against Buyer; (ii) the full and prompt performance and observance addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer; or (iv) the adequacy of any other means Seller may have of obtaining payment of the Guaranteed Obligations. To the fullest extent permitted by the Issuer of each applicable Law, Parent hereby expressly waives any and all rights or defenses arising by reason of any 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 obligations, covenants incurrence of any of the Guaranteed Obligations and agreements all other notices of any kind (other than notices expressly required to be performed or observed provided to Buyer pursuant to this Section 11(q)), all defenses which may be available by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement virtue of any stay, moratorium law or other similar law now or hereafter in effect, any right or privilege under to require the Notes or this Agreementmarshaling of assets of Buyer, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableall suretyship defenses generally.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties agrees to the holders from time take all actions necessary to time of the Notes: (i) the full and prompt payment of the principal of cause Seller to perform all of the Notes its agreements, covenants and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer obligations under this Agreement and under (the Notes (including, without limitation, costs and expenses“Guaranteed Obligations”), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations obligations of Seller set forth in Section 15.1 Article II, Article V and Article VIII of this Agreement (subject to such survivability periods and other limitations as set forth therein and elsewhere in this Agreement). Parent unconditionally and irrevocably guarantees as a primary obligation to the Purchaser Indemnified Parties the full, complete, and punctual performance by Seller of such Guaranteed Obligations. Parent waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Seller, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 11.15. Parent further agrees that the Guaranteed Obligations may be amended, modified, assigned, extended or renewed, in whole or in part, pursuant to the terms of this Agreement and with notice of any such amendment, modification, assignment, extension, or renewal of any such obligation, will remain bound by this guarantee. The guaranty obligations of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and Parent hereunder shall not be deemed affected by (i) the failure of any Purchaser Indemnified Party to be a guaranty only assert any claim or demand or to enforce any right or remedy against Seller or any other guarantor under the provisions of this Agreement or any other agreement or otherwise, (ii) any extension or renewal of any provision hereof or thereof, (iii) the failure of any Purchaser Indemnified Party to obtain the consent of Parent with respect to any rescission, waiver, compromise, amendment or modification of any of the collectability terms or provisions of such payments and therefore each holder this Agreement or of any other agreement, (iv) the failure of any Purchaser Indemnified Party to exercise any right or remedy against any other guarantor of the Notes Guaranteed Obligations, or (v) the release or substitution of any other guarantor. Parent unconditionally and irrevocably waives each and every defense and setoff of any nature which under the principle of guaranty or otherwise would operate to impair or diminish in any way the obligations of Parent under this Section 11.15 other than any defense of Seller to which Parent is entitled hereunder. Parent represents and warrants that (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder, (b) the execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Parent, and no other proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (c) this Agreement has been duly executed and delivered by Parent and, assuming the due execution of this Agreement by the other Parties, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may xxx the Parent directly upon such principalbe subject to or limited by applicable bankruptcy, interest insolvency, reorganization, moratorium and Make-Whole Amount (if any) becoming so due and payable.other similar laws of general application affecting enforcement of creditors’ rights generally. [Signature Page Follows]

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties In consideration of IFM extending credit to the holders from time Vascutech pursuant to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes Subordinated Note, the undersigned, Vascutech, Inc., a corporation organized and this Agreement existing under the laws of Delaware and the 100% parent of Vascutech (the "Guarantor"), hereby unconditionally guarantees to IFM that Vascutech will duly and punctually pay or perform, at the place specified therefor, (i) all obligations under the Subordinated Note and the Transaction Documents (the "Obligations"), and (iiiii) 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 prompt payment, upon demand punctual payment and performance by any holder Vascutech of the Notes, Guaranteed Obligations and not of all costs their collectibility only and expenses, legal is in no way conditioned upon any requirement that IFM first attempt to collect any of the Guaranteed Obligations from Vascutech or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended resort to any security or incurred in the protection or enforcement other means of obtaining payment of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty Guaranteed Obligations. Upon the occurrence of an Event of Default under (and as defined in) the immediate and timely payment Subordinated Note by Vascutech, the Guaranteed Obligations shall, at the option of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are IFM, become forthwith due and payable to IFM without demand or notice of any nature, all of which are expressly waived by 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 shall not be deemed as a guarantor only, to be a 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 expended by IFM in connection with this guaranty only of and the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableenforcement thereof.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx sxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The (a)The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties un-conditionally guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) 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 all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the effect of any bankruptcy, insolvency, receivership or similar proceeding, would become payable), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, 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 consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith 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) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, subject agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of prompt payment and performance and not of collection. (b)Additionally, the immediate Parent Guarantor, unconditionally, absolutely and timely irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the principal and interest on Borrower upon the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only occurrence in respect of the collectability Borrower of such payments and therefore each holder any of the Notes may xxx events specified in Section 7.1(e) (Insolvency), Section 7.1(g) (Voluntary Insolvency Proceedings) and Section 7.1(h) (Involuntary Insolvency Proceedings (Borrower)) of each Credit Agreement, and unconditionally, absolutely and irrevocably, promises to pay such Guaranteed Obligations to the Parent directly Financing Parties upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableoccurrence. 3.

Parent Guaranty. (a) The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) 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) of (x) the principal of all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, 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 consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financial Documents (all such principal, subject premium, interest, liabilities, indebtedness and obligations under this clause (i) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of the immediate prompt payment and timely payment performance and not of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecollection.

Parent Guaranty. The At any time on or after the Closing Date, Parent herebyis a guarantor of any Indebtedness (except Indebtedness incurred hereunder) of Borrower or any of its Subsidiaries, jointly and severallyParent does not execute and deliver the Parent Guaranty within the time period required by Section 5.9(f), together or fails to take such other actions or deliver such other documents as are reasonably requested by the Administrative Agent in accordance with Section 5.9(f); THEN, (1)(a) upon the occurrence of any Event of Default described in Section 7.1(f) or 7.1(g), automatically, and (b) upon the occurrence of any other Event of Default (other than an Event of Default described in Section 7.1(c) relating to Section 6.1), at the request of (or with the Subsidiary Guarantors under consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Subsidiary GuarantyRevolving Commitments, absolutely if any, of each Lender having such Revolving Commitments and unconditionally guaranties the obligation of Issuing Banks to the holders from time to time issue any Letter of Credit shall immediately terminate; (B) each of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether by lapse any beneficiary under any such Letter of timeCredit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided that, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may enforce any and all Liens and security interests created pursuant to Security Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 7.1(f) and 7.1(g) to pay) to Administrative Agent such additional amounts of cash, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time and (2) upon the occurrence of any Event of Default described in Section 7.1(c) relating to Section 6.1, at the request of (or with the consent of) Requisite Revolving Lenders, upon redemption or prepayment, notice to Borrower by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses)Administrative Agent, (iiA) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expensesRevolving Commitments, if any, as of each Lender having Revolving Commitments and the obligation of Issuing Banks to issue any Letter of Credit shall have been expended immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or incurred in the protection or enforcement other requirements of any right or privilege under kind, all of which are hereby expressly waived by each Loan Party: (I) the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 unpaid principal amount of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and accrued interest on the Notes Revolving Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations related to the Make-Whole Amount (if any) as and when Revolving Commitments, Revolving Loans or Letters of Credit; provided that, the same are due and payable and foregoing shall not be deemed affect in any way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may enforce any and all rights and remedies relating to the Revolving Loans, Revolving Commitments or Letters of Credit and upon the direction of Requisite Lenders may enforce any and all Liens and security interests created pursuant to the Security Documents; and (D) Administrative Agent shall direct Borrower to pay to Administrative Agent such additional amounts of cash, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time and (3) upon the occurrence of any Event of Default described in Section 7.1(c) relating to Section 6.1, upon and after the exercise of a guaranty only Financial Covenant Remedy, at the request of (or with the consent of) Requisite Term Lenders, upon notice to Borrower by Administrative Agent, (A) each of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Term Loans, and (II) all other Obligations; provided that, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); and (B) Administrative Agent may enforce any and all Liens and security interests created pursuant to Security Documents.

Parent Guaranty. The Subject to the provisions of this Section 6.11, Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyhereby irrevocably, absolutely and unconditionally guaranties to the holders from time to time of the Notes: guarantees (ia) the full and prompt punctual payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become any amount due and payable, whether payable by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer Seller under this Agreement and under each other Transaction Document to which Seller is a party, and (b) the Notes timely satisfaction and performance of all of Seller’s covenants, agreements and obligations contained in this Agreement and each other Transaction Document to which Seller is a party. Upon any failure by Seller to pay punctually or credit to the applicable Person any such amount referred to in the foregoing clause (includinga), Parent shall, forthwith upon written demand of Buyer, pay the amount not so paid; provided however that any and all defenses or counterclaims available to Seller, including under this Agreement, any other Transaction Document or applicable Law, shall also be available to Parent. Subject to the immediately preceding sentence, the obligations of Parent under this Section 6.11 shall be unconditional and absolute and, without limitationlimiting the generality of the foregoing, costs shall not be released, discharged or otherwise affected by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Seller, by operation of Law or otherwise, unless and expenses)to the extent Buyer consents to any such extension, renewal, settlement, compromise, waiver or release, (ii) the full and prompt performance and observance by the Issuer any modification or amendment of each and all of the obligations, covenants and agreements required or supplement to be performed or observed by the Issuer under the terms of the Notes and this Agreement and or any Transaction Document to which Seller is a Party, (iii) any change in the full and prompt paymentcorporate existence, upon demand structure or ownership of Seller, or any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Seller or its assets or any resulting release or discharge of any obligation of Seller, or (iv) the existence of any claim, set-off or other right which Parent may have at any time against Seller; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim. Upon making any holder payment under this Section 6.11 with respect to Seller, Parent shall be subrogated to the rights of the Notespayee against Seller with respect to such payment. Parent hereby expressly waives all (A) presentments, (B) demands for payment or performance, (C) diligence, (D) demands of all costs protest, dishonor, or reliance hereon, and expenses, legal or otherwise (including attorneys’ feesE) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement protests of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablenonpayment.

Parent Guaranty. (a) The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Guarantor hereby absolutely and unconditionally guaranties to the holders from time to time of the Notes: (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 Parent Guarantor or the Company) and the Make-Whole Amount or Modified Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount or Modified Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and on payment of additional amounts described in Section 13 and all other amounts from time to time owing by the Issuer Company under this Agreement and under the Notes (including, without limitation, costs costs, expenses and expensestaxes), (ii) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount or Modified Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Guarantor directly upon such principal, interest and Make-Whole Amount or Modified Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent herebyTo induce Seller to enter into this Agreement, jointly the undersigned sole stockholder of Buyer (the “Guarantor”) hereby unconditionally and severallyirrevocably guarantees (the “Guaranty”), together with 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) incurred by Seller in enforcing this Guaranty. This Guaranty shall be a continuing guarantee and shall be a guarantee of payment and performance and not merely collection. Suit may be brought or demand may be made against Buyer or Guarantor, or against any one or more of them, separately or together, without impairing the Subsidiary Guarantors under the Subsidiary Guarantyrights or remedies of Seller. Seller shall not be required to make any demand upon Buyer, absolutely and unconditionally guaranties or to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of pursue or exhaust all of Seller’s rights or remedies against Buyer, prior to making any demand on or invoking any of Seller’s rights and remedies against the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption Guarantor. Guarantor hereby agrees that neither Seller’s rights or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any 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 Notes consent of, or notice to, Guarantor, and without discharging Guarantor from its obligation hereunder: (a) amend, modify, alter or supplement this Agreement Agreement; (b) exercise, or refrain from exercising, any rights against Buyer, Guarantor or any other person; and (iiic) take collateral to secure the full payment and prompt paymentperformance obligations of Buyer and Guarantor. Guarantor agrees that Seller shall not be required to provide Buyer with any notice pursuant to this Guaranty and that no failure to give any such notice shall discharge or 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, upon demand by any holder of the Notesbut also on Guarantor’s heirs, of all costs successors and expensesassigns. RADNET, legal or otherwise (including attorneys’ fees) INC. By: /s/ Xxxxxx X. Xxxxxx, M.D. Xxxxxx X. Xxxxxx, M.D., President APPENDIX A TO STOCK PURCHASE AGREEMENT BY AND BETWEEN RADNET MANAGEMENT, INC. AND CML HEALTHCARE INC. _________ All references to Sections and such expenses, if any, as Articles in this Appendix A shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject be references to the limitations Sections and Articles set forth in Section 15.1 of that certain Stock Purchase Agreement, dated November 7, 2011, by and between Buyer and Seller, to which this Agreement. The guaranty of the Notes herein provided for Appendix A is a guaranty of the immediate attached and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableinto which it is incorporated.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, hereby absolutely and unconditionally guaranties guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the holders from time to time Administrative Agent, the L/C Issuers and the Lenders arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent, the L/C Issuers or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or the other Loan Parties under 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 Administrative Agent’s books and records showing the amount of the Notes: Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent, and conclusive (iabsent manifest error) for the full and prompt payment purpose of establishing the amount of the principal Guaranteed Obligations. This Parent Guaranty shall not, to the fullest extent permitted 101 by applicable law, be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Parent Guaranty other than the defense of payment in full in cash, and the Parent hereby irrevocably waives, to the fullest extent permitted by applicable law, any defenses it may now have or hereafter acquire in any way relating to any or all of the Notes and foregoing other than the defense of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth payment in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecash.

Parent Guaranty. In order to induce the Lenders to extend credit to the Borrower hereunder, the Guarantor hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations. The Parent herebyGuarantor further agrees that the due and punctual payment of such Obligations may be extended or renewed, jointly in whole or in part, without notice to or further assent from it, and severallythat it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. The Guarantor waives presentment to, together with demand of payment from and protest to the Subsidiary Guarantors Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any right or remedy against the Borrower under the Subsidiary Guarantyprovisions of this Agreement, absolutely and unconditionally guaranties to the holders from time to time any other Loan Document or otherwise; (b) any extension or renewal of any of the Notes: Obligations; (ic) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; (e) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Obligations; (f) the full and prompt payment enforceability or validity of the principal Obligations or any part thereof or the genuineness, enforceability or validity of all any agreement relating thereto, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Notes and Obligations, for any reason related to this Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the interest thereon Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (g) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Guarantor to subrogation. The Guarantor further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of the Borrower or any other Person. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. The Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by the rate therein stipulated Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other right which the Make-Whole Amount (if any)Administrative Agent, the Issuing Bank or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payabledue, whether at maturity, by lapse acceleration, after notice of timeprepayment or otherwise, the Guarantor hereby promises to and will, upon redemption receipt of written demand by the Administrative Agent, the Issuing Bank or prepaymentany Lender, forthwith pay, or cause to be paid, to the Administrative Agent, the Issuing Bank or any Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. The Guarantor further agrees that if payment in respect of any Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by extension reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, disadvantageous to the Administrative Agent, the Issuing Bank or any Lender in any material respect, then, at the election of the Administrative Agent, the Guarantor shall make payment of such Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by acceleration the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing Bank and any Lender against any losses or declarationreasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by the Guarantor of any sums as provided above, all rights of the Guarantor against the Borrower arising as a result thereof by way of right of subrogation or otherwise (including (shall in all respects be subordinated and junior in right of payment to the extent legally enforceable) interest due on overdue payments prior indefeasible payment in full in cash of principal, Make-Whole Amount (if any) or interest at all the rate set forth in the Notes) and all other amounts from time to time owing Obligations owed by the Issuer under this Agreement Borrower to the Administrative Agent, the Issuing Bank and under the Notes (including, without limitation, costs and expenses), (ii) Lenders. Nothing shall discharge or satisfy the liability of the Guarantor hereunder except the full and prompt performance and observance by the Issuer of each and all payment in cash of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableObligations.

Parent Guaranty. (a) The Parent Guarantor hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount and Swap Reimbursement Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount and Swap Reimbursement Amount (if any) or interest at the rate set forth in the Notes) and on payment of additional amounts described in Section 13 and all other amounts from time to time owing by the Issuer Company under this Agreement and under the Notes (including, without limitation, costs costs, expenses and expensestaxes), (ii) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount and Swap Reimbursement Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Guarantor directly upon such principal, interest and Make-Whole Amount and Swap Reimbursement Amount (if any) becoming so due and payable.

Parent Guaranty. (a) The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties un-conditionally guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) 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 all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the effect of any bankruptcy, insolvency, receivership or similar proceeding, would become payable), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, 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 consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith 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) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, subject agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of the immediate prompt payment and timely payment performance and not of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecollection.

Parent Guaranty. The (a) Parent herebyhereby absolutely, jointly unconditionally and severallyirrevocably guarantees Seller’s obligations under this Agreement (including under Section 1.6 and Article VII) (collectively, together the “Guaranteed Obligations”) in the event that Seller does not satisfy such obligations. This guaranty is valid and in full force and effect and constitutes the valid and binding obligation of Parent, enforceable in accordance with its terms. 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 Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties terms of this Agreement (except to the holders from time to time extent such extension or modification affects Seller’s obligations hereunder) or any assumption without the consent of the Notes: Buyer of any such Guaranteed Obligation by any other party. The obligations of Parent hereunder shall not be affected by or contingent upon (i) the full and prompt payment liquidation or dissolution of, or the merger or consolidation of the principal Seller with or into any Person or any sale or transfer by Seller of all or any part of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption its property or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses)assets, (ii) the full and prompt performance and observance by the Issuer of each and all of the obligationsbankruptcy, covenants and agreements required to be performed receivership, insolvency, reorganization or observed by the Issuer under the terms of the Notes and this Agreement and similar proceedings involving or affecting Seller, (iii) any modification, alteration, amendment or addition of or to this Agreement (except to the full extent such modification, alteration, amendment or addition affects Seller’s obligations hereunder and prompt paymentthen only to such extent) or (iv) any disability or any other defense of Seller, upon demand by Parent or any holder of the Notes, of all costs and expenses, other Person (with or without notice) which might otherwise constitute a legal or equitable discharge of a surety or Parent in its capacity as a guarantor hereunder. In connection with the foregoing, Parent waives all defenses and discharges it may have or otherwise (including attorneys’ fees) be entitled to as a guarantor or surety and such expensesfurther waives presentment for payment or performance, if anynotice of nonpayment or nonperformance, as shall have been expended demand, diligence or incurred protest. Buyer entered into this Agreement in reliance upon this Section 9.13. Parent acknowledges that it will receive substantial direct and indirect benefits from the protection or enforcement of any right or privilege under transactions contemplated hereby and that the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations waivers and agreements by Parent set forth in this Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any9.13(a) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability knowingly made in contemplation of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.benefits. 60

Parent Guaranty. The (a) Parent herebyhereby irrevocably and unconditionally guarantees to the Buyer Indemnified Parties the due and punctual payment and performance of Seller’s indemnification obligations under this Agreement (collectively, jointly and severally, together with the Subsidiary Guarantors “Guaranteed Obligations”); provided that no Buyer Indemnified Party shall seek or be entitled to any recourse under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate guarantee set forth in this Section 10.14 (the Notes“Guaranty”) unless and all other amounts from time to time owing by until the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as applicable Buyer Indemnified Parties shall have been expended made a claim and demand for payment from Seller and Seller has not, within five Business Days, made payment in full of, or incurred performed in the protection or enforcement of any right or privilege under the Notes or this Agreementfull, includingsuch Guaranteed Obligations (in each case, without limitation, in any consultation or action in connection therewitha “Default”). This Guaranty is, subject to the limitations set forth in Section 15.1 occurrence of this Agreement. The guaranty a Default, an absolute, unconditional and continuing guarantee of the Notes herein provided for is a guaranty full and punctual payment and performance by Seller of the immediate Guaranteed Obligations and timely payment not of collection. Upon the principal and interest on occurrence of a Default, the Notes and obligations of Parent hereunder with respect to the Make-Whole Amount (if any) as and when the same are underlying matter of such Default shall become immediately due and payable and to the applicable Buyer Indemnified Party; provided that, to the extent Parent is called upon to satisfy any Guaranteed Obligation on behalf of Seller, Parent shall not be deemed to be a guaranty only have all of the collectability rights and defenses that Seller would have had Seller performed such obligation directly. Claims under this Guaranty may be made on one or more occasions. No failure on the part of such payments any Buyer Indemnified Party to exercise, and therefore each holder 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 the Notes may xxx the Parent directly upon such principalany right, interest and Make-Whole Amount (if any) becoming so due and payableremedy 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.

Parent Guaranty. The Parent hereby, jointly hereby unconditionally and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties irrevocably guarantees to the holders from time Company and the Sellers the due and punctual payment and performance by Buyer (and any permitted assignees thereof) of Buyer’s obligations and performance under this Agreement (the “Guaranteed Obligations”), including to time pay the Closing Cash Consideration and Closing Stock Consideration pursuant to Article II of this Agreement and the Buyer Termination Fee pursuant to Section 8.2 of this Agreement, subject to the terms and conditions hereof. The foregoing sentence is an absolute, unconditional and continuing guaranty of the Notesfull and punctual discharge and performance of the Guaranteed Obligations. Should Buyer default in the discharge or performance of all or any portion of the Guaranteed Obligations, the obligations of Parent hereunder shall become immediately due and, if applicable, payable. Parent represents and warrants to the Company as follows: (i) Parent is a corporation duly incorporated, validly existing and in good standing under the full laws of Delaware and prompt payment of has the principal of all of the Notes requisite organizational power and of the interest thereon at the rate therein stipulated authority to execute and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under deliver this Agreement and under to perform its obligations hereunder, except where the Notes (including, without limitation, costs and expenses), failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby; (ii) the full execution, delivery and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement by Parent has been duly authorized by all necessary organizational action, and no other proceedings or actions on the part of Parent are necessary therefor; (iii) this Agreement constitutes the full legal, valid and prompt paymentbinding obligation of Parent, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred is enforceable against Parent in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewithaccordance with its terms, subject to Laws of general application relating to public policy, bankruptcy, insolvency and the limitations set forth relief of debtors and rules of Law governing specific performance, injunctive relief and other equitable remedies and (iv) assuming the truth and accuracy of the Company’s representations and warranties in Section 15.1 3.5 and the Sellers’ representations and warranties in Section 4.3, the execution, delivery or performance by Parent of this Agreement. The guaranty Agreement will not contravene, conflict with or result in a violation of any Laws to which Parent is subject or bound, and there is no action, suit, claim or legal, administrative or arbitral proceeding pending or, to its knowledge, threatened by or against it with respect to any of the Notes herein provided for transactions contemplated by this Section 10.21. [The remainder of this page is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableintentionally left blank.]

Parent Guaranty. The Parent hereby, jointly hereby unconditionally and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if anyirrevocably Guarantees, as shall have been expended or incurred in primary obligor and not merely as surety, the protection or enforcement complete and timely performance by Seller of any right or privilege its obligations under the Notes or this Agreement, including, without limitationbut not limited to, the complete and timely performance by Seller of its obligation to make payments in any consultation or action in connection therewith, subject respect of the Purchased Receivables pursuant to the limitations set forth terms of this Agreement (the “Guaranteed Obligations”). Parent hereby acknowledges and agrees that Purchaser may proceed directly against the Parent in Section 15.1 the event of nonperformance by Seller, for any reason, of the Guaranteed Obligations. Parent hereby waives any circumstance which might constitute a legal or equitable discharge of a surety or guarantor, including, but not limited to: (a) notice of acceptance of this guaranty; (b) presentment and demand concerning the liabilities of CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Parent; (c) notice of any dishonor or default by, or disputes with, Purchaser; and (d) any right to require that any action or proceeding be brought against Seller or any other Person, or to require that Purchaser seek enforcement of any performance against Seller or any other Person, prior to any action against Parent under the terms of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The To induce the Target and Sellers to enter into this Agreement, Parent herebyhereby absolutely, jointly unconditionally and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties irrevocably guarantees to the holders from time to time of Sellers, on the Notes: (i) terms and conditions set forth herein, the full due and prompt payment of the principal punctual payment, observance, performance and discharge of all of Buyer’s obligations under this Agreement until such time as the Notes Closing has been fully consummated. To the fullest extent permitted by Law, Parent hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Sellers. Parent waives promptness, diligence, notice of the interest thereon at acceptance, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the rate therein stipulated incurrence of any of the foregoing guaranteed obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the Make-Whole Amount (if any), when marshaling of assets of Parent or Buyer or any other Person interested in the transactions contemplated by this Agreement and as all suretyship defenses generally. Parent acknowledges that it will receive substantial direct and indirect benefits from the same shall become due transactions contemplated by this Agreement and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to that the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate waivers set forth in the Notes) this Agreement are knowingly made in contemplation of such benefits. The Parties have executed and all other amounts from time to time owing by the Issuer under delivered this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer Plan of each and all Merger as of the obligationsdate first written above. Buyer: ATD MERGER SUB II LLC By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Vice President & Secretary Parent: Solely for the purposes of Article V and Section 11.18: AMERICAN TIRE DISTRIBUTORS, covenants INC. By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and agreements required to be performed or observed by the Issuer under the terms of the Notes General Counsel Target: HERCULES TIRE HOLDINGS LLC By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer and this Agreement President Sellers’ Representative (in its capacity as a Seller and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.Seller’s Representative): FdG HERCULES HOLDINGS LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President EXHIBIT A

Parent Guaranty. The Parent herebyParent, jointly as primary obligor and severallynot merely as surety, together with the Subsidiary Guarantors under the Subsidiary Guarantyhereby absolutely, absolutely irrevocably and unconditionally guaranties to the holders from time to time of the Notes: (i) guarantees the full and prompt payment of the principal payment, performance or discharge when due of all of the Notes obligations and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes liabilities (including, without limitation, costs indemnities and expensesfees) of Buyer now existing or hereafter incurred under, arising out of or in connection with this Agreement (collectively, the “Guaranteed Obligations”). All payments, performance and discharge of the Guaranteed Obligations by Parent under this Section 2.6 shall be subject to the same terms and conditions as payments, performance and discharge of the Guaranteed Obligations by Buyer under this Agreement. Parent hereby waives notice of any obligation or liability to which this guaranty may apply, and waives presentment, demand of payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or taking of other action by Seller against, and any other notice to any party liable thereon (including Parent). The obligations of Parent under this Section 2.6 are absolute and unconditional in respect of satisfying the Guaranteed Obligations and shall be enforceable against Parent to the extent enforceable against Buyer under this Agreement. The provisions of this Section 2.6 shall not be affected or impaired by any of the following: (i) the occurrence or continuance of any event of bankruptcy, reorganization or insolvency with respect to Buyer, or the dissolution, liquidation or winding up of Parent or Buyer; (ii) the full exercise, non-exercise or delay in exercise, by Seller of any of its rights and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed remedies under this Section 2.6 or observed by the Issuer under the terms of the Notes and this Agreement and generally; (iii) any assignment by Seller or Buyer of their respective rights, interests or obligations under this Agreement in accordance with the full and prompt paymentterms hereof; or (iv) any sale, upon demand transfer or other disposition by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement Parent of any right direct or privilege under the Notes or this Agreement, including, without limitation, indirect interest it may have in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableBuyer.

Parent Guaranty. The To induce the Company, the Seller and the Trustee to enter into this Agreement, the Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties hereby guarantees to the holders from time to time of Company, the Notes: (i) Seller and the full Trustee, and their respective successors and assigns, absolutely, unconditionally and irrevocably, the full, prompt and complete payment of and performance by the principal Buyer of all of the Notes payment and performance obligations of the interest thereon at Buyer contained in this Agreement (the rate therein stipulated “Buyer Obligations”). The Parent hereby acknowledges and the Make-Whole Amount (if any)agrees that, when and as the same shall become due and payablewithout any notice to, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declarationfurther assent by, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement loss of any right or privilege under against the Notes or this AgreementParent, including, and without limitation, in any consultation way affecting or action releasing the liability of the Parent hereunder, the Seller may at any time agree with the Buyer to renew, extend, modify, compromise, settle or release any Buyer Obligations in connection therewithwhole or in part. The Parent waives any and all notice of the renewal, subject to the limitations set forth in Section 15.1 extension, modification or accrual of any Buyer Obligations or acceptance of this Agreementguarantee. The guaranty This guarantee shall be a continuing, absolute, irrevocable and unconditional guarantee of payment and performance and not merely of collection, and is in no way conditioned or contingent upon any attempt to collect from the Notes herein provided Buyer or other party liable for is a guaranty any Buyer Obligations, enforce performance by the Buyer or such other party, or on any other condition or contingency. This guarantee shall remain in full force and effect until the full satisfaction of all the immediate and timely Buyer Obligations. Notwithstanding the foregoing, this guarantee shall be reinstated if, at any time following the termination of this guarantee, any payment of the principal Buyer Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of any party liable for any of the Buyer Obligations or otherwise, and interest is so rescinded, restored or returned, all as though such payment had not been made. No failure on the Notes part of the Seller or the Trustee to exercise, and the Make-Whole Amount no delay in exercising, any rights or power (if anyincluding those hereunder) shall operate as and when the same are due and payable a waiver thereof or a waiver of any other rights or power and shall not be deemed in any way affect or impair this guarantee, nor shall any single or partial exercise by the Seller or the Trustee of any rights or power (including those hereunder) preclude any other further exercise thereof or exercise of any other rights or power. The Parent hereby agrees to be a guaranty only of pay any and all reasonable attorneys’ fees and any other expenses and costs incurred by the collectability of such payments and therefore each holder of Seller or the Notes may xxx Trustee in enforcing the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableBuyer Obligations or any rights under this guarantee.

Parent Guaranty. The Buyer Parent hereby, jointly hereby unconditionally guarantees the due and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely punctual payment and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal performance of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate Buyer's obligations set forth in the Notesthis Agreement. This guaranty is an irrevocable guaranty of payment (and not just of collection) and all shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any such guaranteed obligation by any other amounts party or any other act or event that might otherwise operate as a legal or equitable discharge of Buyer Parent under this Article X. This guarantee is in no way conditioned upon any requirement that BMR first attempts to collect or enforce any guaranteed obligation from time or against Buyer. So long as any obligation of Buyer to time owing by the Issuer BMR under this Agreement remains unpaid or undischarged, Buyer Parent hereby waives (but only with respect to BMR and not as to any other parties) all rights to subrogation arising out of any payment by Buyer Parent under the Notes (including, without limitation, costs this Article X. The obligations of Buyer Parent hereunder shall be absolute and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all unconditional irrespective of the obligationsvalidity, covenants and agreements required to be performed legality or observed by the Issuer under the terms enforceability of the Notes and this Agreement and (iii) the full and prompt paymentor any other document related hereto, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed affected by or contingent upon (a) the liquidation or dissolution of, or the merger or consolidation of Buyer with or into any corporation, or any sale or transfer by Buyer of all or part of its property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Buyer, (c) any modification, alteration, amendment or addition of or to this Agreement, or (d) any disability or any other defense of Buyer or any other person and any other circumstance whatsoever (with or without notice to or knowledge of Buyer Parent) which may or might in any manner or to any extent vary the risks of Buyer Parent or might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise. Buyer Parent hereby waives all special suretyship defenses and protest, notice of protest, demand for performance, diligence, notice of any other action at any time taken or omitted by BMR and, generally, all demands and notices of every kind in connection with this Article X and Buyer's obligations hereby guaranteed, and which Buyer Parent may otherwise assert against BMR. This Article X shall continue to be a guaranty only effective or shall be reinstated, as the case may be, if at any time payment or performance of any of the collectability obligations of such payments and therefore Buyer under this Agreement is rescinded or must otherwise be restored or returned by BMR upon the insolvency, bankruptcy or reorganization of Buyer or otherwise. Buyer Parent acknowledges that each holder of the Notes may xxx waivers set forth above is made with full knowledge of its significance and consequences and under the Parent directly upon circumstances the waivers are reasonable and not contrary to public policy. If any of said waivers is determined to be contrary to any applicable law or public policy, such principal, interest and Make-Whole Amount (if any) becoming so due and payablewaivers shall be effective only to the extent permitted by law.

Parent Guaranty. The (a) Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, hereby absolutely and unconditionally guaranties to guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the holders 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 be an allowed or disallowed claim under any proceeding or case commenced by or against Parent or any Borrower under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and 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 Notes: (i) Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Parent and conclusive for the full and prompt payment purpose of establishing the amount of the principal 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 any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of Parent under this Guaranty, and Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableforegoing.

Parent Guaranty. The Buyer Parent herebyhereby guarantees, jointly for good and severallyvaluable consideration, together with the Subsidiary Guarantors receipt and adequacy of which is hereby acknowledged by Buyer Parent, the full and faithful performance by Buyer of Buyer’s obligations pursuant to this Agreement and the Buyer Ancillary Agreements (the “Guaranteed Obligations”). It is understood and agreed by Buyer Parent that its obligations pursuant to this Section 12.14 constitute a guaranty of payment and performance of the Guaranteed Obligations and, subject the rights and defenses (other than bankruptcy) of Buyer under this Agreement, may be enforced directly against Buyer Parent as a primary obligation of Buyer Parent, and that any waiver by the Subsidiary GuarantySeller of any of the terms, absolutely provisions or conditions of this Agreement or any amendment or modification of this Agreement, or the granting of indulgences or extension of time to Buyer, may be made and unconditionally guaranties to the holders done from time to time without notice to Buyer Parent, and Buyer Parent’s obligations under this Section 12.14 will continue subject to such waiver, amendment or modification, indulgence or extension of time. Buyer Parent’s obligations pursuant to this Section 12.14 shall survive for so long as the Notes: Guaranteed Obligations survive and shall survive any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization or arrangement of Buyer or Buyer Parent. Buyer Parent represents and warrants to Seller that (i) the Buyer Parent has full corporate power, legal capacity and prompt payment of the principal of all of the Notes authority to execute and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under deliver this Agreement and under the Notes (including, without limitation, costs and expenses), to perform its obligations hereunder; (ii) the full execution, delivery and prompt performance and observance by the Issuer Buyer Parent of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer its obligations under the terms of the Notes and this Agreement has been duly and validly authorized by all necessary corporate action; and (iii) this Agreement has been duly executed and delivered by Buyer Parent and constitutes (assuming the full valid authorization, execution and prompt paymentdelivery of this Agreement by Seller) the legal, upon demand by any holder valid and binding obligation of the NotesBuyer Parent, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred enforceable in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewithaccordance with its terms, subject to the limitations set forth in Section 15.1 bankruptcy, insolvency, reorganization, moratorium and similar Laws of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate general application relating to or affecting creditors’ rights and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablegeneral equity principles.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Corporation hereby absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and stipulated, the Make-Whole Amount (if any)) and all other amounts payable thereunder, when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement ; and (iiib) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this the Note Purchase Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any), other amounts (if any) and all costs and expenses described above as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Corporation directly upon such principal, interest and interest, Make-Whole Amount (if any) and costs and expenses becoming so due and payable. Notwithstanding the foregoing, as set forth in Section 2.2(b) of the Note Purchase Agreement, if the Issuer consolidates, merges or otherwise combines with Northern in accordance with Section 10.4 of the Note Purchase Agreement, the Issuer’s obligations under the Note Purchase Agreement and the Notes shall be automatically assumed by Northern, and upon such assumption, this Parent Guaranty shall terminate and the Parent Corporation shall be automatically discharged and released from all of its obligations hereunder without further action on the part of the Issuer, the Parent Corporation or the holders of the Notes.

Parent Guaranty. The Parent herebyGuarantor hereby absolutely, jointly unconditionally and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties irrevocably guarantees to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) Purchaser the full and prompt performance and observance by the Issuer Seller of each any and all obligations of the obligationsSeller under this Agreement. Guarantor agrees that its obligations pursuant to this Section 7.11 shall be a continuing, covenants absolute and agreements required to be performed or observed by the Issuer under the terms unconditional guaranty of the Notes and this Agreement and (iii) the full and prompt paymentperformance by Seller of its obligations under this Agreement and is in no way conditioned upon any requirement that Purchaser first attempt to collect any of its obligations from Seller without regard to (a) the validity, upon demand by any holder of the Notes, of all costs and expenses, legal regularity or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 enforceability of this Agreement; (b) the absence of any action to enforce the same; (c) any waiver or consent by Seller concerning any provisions hereof; (d) the rendering of any judgment against Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against Purchaser; or (f) any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor hereby guarantees that any payments Seller is obligated to make hereunder will be made to Purchaser without set-off or counterclaim. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller with respect to the obligations of Seller under this Agreement. This Section 7.11 shall continue to be effective if Seller merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. Notwithstanding anything in this Agreement to the contrary, Guarantor’s guaranty of the Notes herein Seller’s obligations provided for in this Section 7.11 is a guaranty of the immediate subject to and timely payment of the principal and interest is limited by any limitations on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableSeller’s obligations contained in this Agreement.

Parent Guaranty. The Parent herebyGuarantor irrevocably and unconditionally, jointly and severally, together with guarantees (a) the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely due and unconditionally guaranties punctual payment to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payableSeller, whether by lapse of timeat stated maturity, upon redemption or prepayment, by extension or by acceleration or declarationotherwise, of all present and future debts, liabilities and obligations, direct or otherwise (including (indirect, absolute or contingent, of Buyer and its Affiliates to the extent legally enforceableSeller arising pursuant to, in respect of or in connection with this Agreement or any Ancillary Agreement, which result from any failure by Buyer or its Affiliates to make timely payments to Seller as required hereunder or thereunder and (b) interest due on overdue payments of principalperformance of, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and compliance with, all other amounts from time to time owing by the Issuer obligations of Buyer and its Affiliates under this Agreement and each Ancillary Agreement (collectively, the “Guaranteed Obligations”). The obligations of the Parent Guarantor under this Section 2.5 shall constitute a present and continuing guarantee of payment and performance and not of collectability, and shall be absolute and unconditional. Without limiting the Notes foregoing, the Parent Guarantor hereby waives, for the benefit of Seller (includingi) any right to require Seller, without limitationas a condition of performance by the Parent Guarantor, costs and expenses)to (A) proceed against Buyer or any other Person, or (B) pursue any other remedy in the power of Seller whatsoever; (ii) the full and prompt performance and observance any defense [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. arising by the Issuer of each and all reason of the obligationsincapacity, covenants lack of authority or any disability or other defense of Buyer including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Buyer from any cause other than complete performance of the Guaranteed Obligations; (iii) (A) any principles or provisions of Law that are or might be in conflict with the terms of this Section 2.5 and agreements required any legal or equitable discharge of the Parent Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the Parent Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Seller protect, secure, perfect or insure any security interest or lien or any property subject thereto; (iv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Agreement or any Ancillary Agreement or any agreement or instrument related hereto or thereto and notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, and (v) to the fullest extent permitted by law, any defenses or benefits that may be performed derived from or observed afforded by Law that limit the Issuer under liability of or exonerate guarantors or sureties, or that may conflict with the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder obligations of the NotesParent Guarantor hereunder. This Section 2.5 shall be binding upon, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject inure to the limitations set forth in Section 15.1 benefit of, and be enforceable by the successors and permitted assigns of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes Seller and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableGuarantor.

Parent Guaranty. The Parent herebyrights, jointly powers and severallyremedies given to Beneficiaries by this Guaranty are cumulative and shall be in addition to and independent of all rights, together with the Subsidiary Guarantors 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 Guarantyand one or more Beneficiaries. Any forbearance or failure to exercise, absolutely and unconditionally guaranties 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) the legality, validity and enforceability of the remaining 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, 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 1.05 of the Credit Agreement shall be applicable to this Agreement mutatis mutandis. This Guaranty shall inure to the holders from time to time benefit of the Notes: (i) Beneficiaries and their respective successors and assigns. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX 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 full and prompt payment purposes of obtaining judgment in any court, it is necessary to convert Original Currency into Other Currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which in accordance with normal banking procedures, the Guarantied Party or a Beneficiary could purchase the Original Currency with such Other Currency in New York, New York on the Business Day immediately preceding the day on which any such judgment, or any relevant part thereof, is given. The obligations of the principal Guarantor in respect of all of any sum due from it to the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any)Guarantied Party or any Beneficiary hereunder shall, when and as the same shall become due and payablenotwithstanding any judgment in such Other Currency, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (be discharged only to the extent legally enforceable) interest that on the Business Day following receipt by such Guarantied Party or Beneficiary of any sum adjudged to be so due on overdue payments of principal, Make-Whole Amount (in such Other Currency such Guarantied Party or Beneficiary may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if any) the Original Currency so purchased is less than the sum originally due such Guarantied Party or interest at the rate set forth Beneficiary in the Notes) and all other amounts from time to time owing by Original Currency, the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if anyGuarantor agrees, as shall have been expended a separate obligation and notwithstanding any such judgment, to indemnify such Guarantied Party or incurred Beneficiary against such loss, and if the Original Currency so purchased exceeds the sum originally due to such Guarantied Party or Beneficiary in the protection Original Currency, such Guarantied Party or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject Beneficiary shall remit such excess to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableGuarantor.

Parent Guaranty. The Parent hereby, jointly and severally, together with A. In consideration of the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties benefits inuring to the holders from time Foresight Parties, including Foresight LP and the Reorganized Parent (Foresight LP and the Reorganized Parent, collectively, the “Parent Guarantor”) pursuant to time this Master Agreement, the receipt and sufficiency of which is acknowledged by them without limitation to the Notes: (i) NRP Parties to be sufficient and adequate, the full Parent Guarantor hereby unconditionally guarantees the punctual performance and prompt payment of the principal of all of the Notes Foresight Parties’ obligations and covenants under this Master Agreement and the Consenting Counterparty Agreements, including without limitation, the payment of all Alternative Payments, including payment of the interest thereon at the rate therein stipulated Past Due Amounts, tonnage royalty and the Make-Whole Amount (if any)minimum payments, when property tax reimbursements, and indemnity obligations, as the same shall become due provided herein and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate therein. The Parent Guaranty set forth in this Article V shall remain in full force and effect beginning on the Notes) 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 other amounts from time to time owing renewals and extensions thereof, have been fully satisfied and discharged by the Issuer Foresight Parties or waived in writing by the NRP Parties. The provisions of this Article V shall be binding 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 and under the Notes term “trade fixture” is defined as an item of personal property that is attached or annexed to the Leased Premises (including, without limitation, costs and expenses), (iias defined in the respective Consenting Counterparty Agreement) by a Foresight Party for the full and prompt performance and observance 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 Issuer of each and all mining of the obligationscoal within said Leased Premises for the purpose of carrying on the Foresight Party’s business, covenants and agreements required to be performed or observed by the Issuer under the terms regardless of the Notes means by which the item has been attached or annexed to the real estate and this Agreement and (iii) without regard to the full and prompt payment, upon demand by any holder intent of the Notes, of all costs and expenses, legal Foresight Party with regard to permanency or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableother factor.

Parent Guaranty. The Each Parent herebyhereby unconditionally guarantees, --------------- jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely due and unconditionally guaranties to the holders from time to time of the Notes: (i) the full punctual payment and prompt payment of the principal performance of all obligations of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer Seller under this Agreement Article VI and under the Notes (including, without limitation, costs Articles VIII and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewithIX, subject to the limitations set forth and restrictions contained therein. This guaranty is an irrevocable guaranty of payment (and not just of collection) and shall continue in Section 15.1 effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any such guaranteed obligation by any other party or any other act or event which might otherwise operate as a legal or equitable discharge of any Parent under this Section 6.7. Each Parent hereby waives all special suretyship defenses and notice requirements. This guaranty is in no way conditioned upon any requirement that Buyer first attempt to collect or enforce the guaranteed obligation from or against Seller or any other Parent. So long as any obligation of Seller to Buyer under this Article VI or Articles VIII and IX remains unpaid or undischarged, each Parent hereby waives all rights to subrogation arising out of any payment by it pursuant to this Section 6.7. The guaranty obligations of each Parent hereunder shall be absolute and unconditional irrespective of the Notes herein provided for is a guaranty validity, legality or enforceability of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable this Agreement or any document related hereto, and shall not be deemed affected by or contingent upon (a) the liquidation or dissolution of, or the merger or consolidation of Seller with or into any entity, or any sale or transfer by Seller of all or any part of its property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Seller, (c) any modification, alteration, amendment or addition of or to be a guaranty only this Agreement, or (d) any disability or any other defense of the collectability Seller or any other person and any other circumstance whatsoever (with or without notice to or knowledge of such payments and therefore each holder Parent) which may or might in any manner or to any extent vary the risks of the Notes may xxx the such Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableor might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise.

Parent Guaranty. The Parent herebySellers and the Shareholder, jointly and --------------- severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyrepresent, absolutely warrant and unconditionally guaranties covenant to the holders from time to time of Parent and the Notes: Purchaser that (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments total amount of principal, Make-Whole Amount interest and other amounts owing by Needletex to The CIT Group/Commercial Services, Inc. (if any) or interest at the rate set forth in the Notes"CIT") and Imperial Bank ("Imperial"; and together with CIT, the "Lenders") as of the date hereof is not in excess of $1,600,000 (the "CIT Indebtedness") and $1,200,000 ("Imperial Indebtedness" and together with the CIT Indebtedness, the "Bank Indebtedness"), respectively, and (ii) Needletex shall not incur any indebtedness (other than interest) to either Lender after the date hereof for so long as the Guaranties (as defined below) remain outstanding. The Parent hereby agrees to guaranty the Bank Indebtedness pursuant to guaranties in a form reasonably acceptable to the Parent (the "Guaranties"), provided that each Lender has delivered to the Parent an agreement in a form reasonably acceptable to the Parent that (i) Needletex may sell substantially all other amounts of its assets to the Purchaser and that Needletex shall not be deemed in default or violation of the applicable loan documents by reason of such sale or by reason of Needletex's financial condition from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses)following such sale, (ii) such Lender shall not permit Needletex to incur any indebtedness (other than interest) while the full and prompt performance and observance by the Issuer of each and all of the obligationsapplicable Guaranty is outstanding, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full Lender shall not demand payment for Bank Indebtedness (other than interest and prompt paymentother than due to a default) until October 31, upon demand by any holder 2000 (in the case of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ feesCIT Indebtedness) and such expensesJanuary 31, if any, as shall have been expended or incurred 2001 (in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty case of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableImperial Indebtedness).

Parent Guaranty. The (a)The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) 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) of (x) the principal of all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, 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 consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financial Documents (all such principal, subject premium, interest, liabilities, indebtedness and obligations under this clause (i) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of prompt payment and performance and not of collection. (b) Additionally, the immediate Parent Guarantor, unconditionally, absolutely and timely irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the principal and interest on Borrower upon the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only occurrence in respect of the collectability Borrower of such payments and therefore each holder any of the Notes may xxx events specified in Section 7.1(e)(Insolvency), Section 7.1(g) (Voluntary Insolvency Proceedings (Borrower)) of each Credit Agreement, and unconditionally, absolutely and irrevocably, promises to pay such Guaranteed Obligations to the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableFinancing Parties on demand. 3.

Parent Guaranty. The Parent herebyGuarantor hereby guarantees the punctual payment and performance by Buyer of all of Buyer’s obligations under this Agreement. Parent Guarantor hereby waives notice of the acceptance hereof, jointly presentment, demand for payment, protest, notice of protest, or any and severallyall notice of non-payment, together non-performance or non-observance, or other proof, or notice or demand with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties respect to the holders from time obligations guaranteed under this Paragraph 10(m) (the “Guaranteed Obligations”). The guarantee provided for in this Paragraph 10(m) (this “Guarantee”) shall remain and continue in full force and effect as to time any modification, extension or renewal of this Agreement. None of Penn or its Affiliates shall be under a duty to protect, secure or insure any security or lien provided by this Agreement or any other 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 Notes: 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 no way be terminated, affected or impaired by reason of (i) the full and prompt payment assertion by Penn of any rights or remedies which Penn may have under or with respect to any of the principal other provisions of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance failure by the Issuer of each and all of the obligationsPenn to exercise, covenants and agreements required or delay in exercising, any right or remedy which Penn may have hereunder or in respect to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Agreement; (iii) the full and prompt payment, upon demand commencement of a case under the Bankruptcy Code by or against Buyer; or (iv) any holder payment made on the obligations guaranteed by this Guarantee or any other indebtedness arising under this Agreement which is required to be refunded pursuant to the order of any court having jurisdiction over the bankruptcy or insolvency of Buyer; it being understood that no payment so refunded shall be considered as a payment of any portion of the Notesobligations guaranteed hereby, nor shall it have the effect of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in reducing the protection or enforcement liability of any right or privilege Parent Guarantor under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, hereby absolutely and unconditionally guaranties guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the holders from time to time Administrative Agent and the Lenders arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or the other Loan Parties under Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Notes: Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent, and conclusive (iabsent manifest error) for the full and prompt payment purpose of establishing the amount of the principal Guaranteed Obligations. This Parent Guaranty shall not, to the fullest extent permitted by applicable Law, be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Parent Guaranty other than the defense of payment in full in cash, and the Parent hereby irrevocably waives, to the fullest extent permitted by applicable Law, any defenses it may now have or hereafter acquire in any way relating to any or all of the Notes and foregoing other than the defense of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth payment in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecash.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make---Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make---Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make---Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make---Whole Amount (if any) becoming so due and payable.

Parent Guaranty. (a) The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) 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) of (x) the principal of all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the effect of any bankruptcy, insolvency, receivership or similar proceeding, would become payable), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, 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 consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith 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 principal, subject premium, interest, liabilities, indebtedness and obligations under this clause (i) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of the immediate prompt payment and timely payment performance and not of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecollection.

Parent Guaranty. The Parent herebyGuarantor hereby absolutely, jointly unconditionally and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties irrevocably guarantees to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) Purchaser the full and prompt performance and observance by the Issuer Seller of each any and all obligations of Seller under this Agreement. Guarantor agrees that its obligations pursuant to this Section 7.17 shall be a continuing, absolute and unconditional guaranty of the obligations, covenants full and agreements required to be performed or observed punctual performance by the Issuer Seller of its obligations under the terms of the Notes and this Agreement and is in no way conditioned upon any requirement that Purchaser first attempt to collect any of its obligations from Seller without regard to (iiia) the full and prompt paymentvalidity, upon demand by any holder of the Notes, of all costs and expenses, legal regularity or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 enforceability of this Agreement; (b) the absence of any action to enforce the same; (c) any waiver or consent by Seller concerning any provisions hereof; (d) the rendering of any judgment against Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against Purchaser; or (f) any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor hereby guarantees that any payments Seller is obligated to make hereunder will be made to Purchaser without set-off or counterclaim. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller with respect to the obligations of Seller under this Agreement. This Section 7.17 shall continue to be effective if Seller merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. Notwithstanding anything in this Agreement to the contrary, Guarantor’s guaranty of the Notes herein Seller’s obligations provided for in this Section 7.17 is a guaranty of the immediate subject to and timely payment of the principal and interest is limited by any limitations on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableSeller’s obligations contained in this Agreement.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties Subject to the holders from time to time of terms and conditions set forth in this Section 9.12, the Notes: Parent (i) hereby unconditionally guarantees the full due and prompt punctual payment of the principal and performance of all of the Notes Seller’s indemnification obligations under Section 8 of this Agreement or the Related Documents (taking into consideration, if and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceableapplicable, the Tipping Basket) interest due on overdue payments and (ii) covenants to procure and cause the Seller to take such actions that may be necessary or useful to support and duly complete the performance of principalthe Seller’s obligations under this Agreement through the Closing (the “Parent Guaranty”). This Parent Guaranty is an irrevocable guaranty of payment and performance (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, Make-Whole Amount any assumption of any such guaranteed obligations by any other party or any other act or event that might otherwise operate as a legal or equitable discharge of the Parent. The Parent hereby waives all its rights to subrogation arising out of any payment or performance by the Parent under this Parent Guaranty. The Parent hereby waives all its rights to subrogation arising out of any payment or performance by the Parent under this Parent Guaranty. The obligations of the Parent hereunder shall be absolute and unconditional, and shall not be affected by or contingent upon (a) the liquidation or dissolution of, or the merger or consolidation of the Seller with or into any corporation, or any sale or transfer by the Seller or all or any part of its property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting the Seller, or (c) any modification, alteration, amendment or addition of or to the Agreement. The Parent hereby waives all suretyship defenses and protest, notice of protest, demand for performance or diligence which the Parent may otherwise assert against the Purchaser. This Parent Guaranty shall continue to be effective or shall be reinstated, as the case may be, if any) at any time payment or interest at performance of any of the rate obligations of the Seller under this Agreement is rescinded or must otherwise be restored or returned by the Purchaser upon the insolvency, bankruptcy or reorganization of the Seller or otherwise. The Parent acknowledges that each of the waivers set forth in this Parent Guaranty is made with full knowledge of its significance and consequences and under the Notes) circumstances the waivers are reasonable and all other amounts from time not contrary to time owing public policy. If any of said waivers is determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the extent permitted by law. Nothing in this Section 9.12 shall modify the Issuer under survival periods applicable to matters set forth in Section 8 of this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer any of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 8 of this Agreement. The guaranty , or the maximum liability of the Notes herein provided for is a guaranty Seller as set forth in this Agreement, all of which also shall apply to, and similarly limit, the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.Parent’s obligations. * * * * *

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The (a) To induce Purchaser to enter into this Agreement, Parent hereby(in such capacity, jointly and severallythe “Guarantor”) hereby absolutely, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely irrevocably and unconditionally guaranties guarantees to Purchaser the due and punctual performance and discharge of Vendor’s obligations under this Agreement, to the holders from time to time of the Notes: (i) the full same extent and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as on the same shall become due terms and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (conditions and subject to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount same defenses as apply to such obligations by Vendor (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (includingwhich includes, without limitation, costs Vendor’s obligation to pay the Termination Fee, if and expenseswhen 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), (ii) 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, the Guarantor acknowledges that Purchaser may, in its sole and absolute discretion, bring and prosecute a separate action or actions against the Guarantor for the full and prompt performance and observance by the Issuer of each and all amount of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms Guarantor’s liabilities hereunder in respect of the Notes and this Agreement and (iii) Guaranteed Obligations, regardless of whether action is brought against the full and prompt payment, upon demand by any holder of Vendor or whether the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, Vendor is joined in any consultation such action or action actions. The Guarantor acknowledges and agrees that in connection therewith, subject addition to the limitations any rights of Purchaser set forth in this Section 15.1 of 10.13, with respect to the Vendor, Purchaser shall have the rights and remedies specified in this Agreement. The guaranty 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 Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and foregoing, Purchaser shall not be deemed obligated to file any claim relating to the Guaranteed Obligations in the event that the 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 obligations hereunder. In the event that any payment under this Section 10.13 is rescinded or must otherwise be a guaranty only 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 apply to such obligations by the Vendor), the Guarantor shall remain liable hereunder as if such payment had not been made. This guarantee is an unconditional and continuing guarantee of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so payment when due and payablenot merely of collection, and Purchaser shall not be required to proceed against the Vendor first before proceeding against the Guarantor hereunder. This guarantee may not be revoked or terminated and shall 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.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties hereby guarantees to the holders from time to time of the Notes: (i) Seller the full and prompt payment of the principal timely performance by Recipient of all of the Notes duties and obligations of Recipient under this Agreement (such duties and obligations, the “Guaranteed Obligations”). 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 Guaranteed Obligations will not be discharged, except by complete performance or payment of such Guaranteed Obligations and will not be discharged, affected, or impaired in any way, or subject to any defense, set-off, deduction, or counterclaim whatsoever, by reason of (i) any failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Recipient; (ii) any change in the time (including any extension of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if anytime), when and as place, or manner of payment or performance of any of the same shall become due and payableGuaranteed Obligations or any amendment or modification to, whether by lapse of timeor waiver under, upon redemption this Agreement or prepaymentany other agreement evidencing, by extension or by acceleration or declarationsecuring, or otherwise executed in connection with any of the Guaranteed Obligations; (including iii) any discharge of any obligation of Recipient arising out of any bankruptcy, reorganization, or similar proceeding for relief of debtors under any Law hereafter initiated by or against 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 legally enforceableas if Parent were the primary obligor (and not merely a surety) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest under this Agreement. If at the rate set forth in the Notes) and all other amounts from any time to time owing by the Issuer payment under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance is rescinded or must be otherwise restored or returned by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action Seller in connection therewithwith Recipient Bankruptcy Proceedings or otherwise, subject Parent’s obligations hereunder with respect to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely such payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly reinstated upon such principalrestoration or return being made by Seller, interest and Make-Whole Amount (if any) becoming so due and payableall as though such payment had not been made.