Common use of Guaranties Clause in Contracts

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, the Parent shall unconditionally Guarantee in favor whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Administrative Agent, Company under this Supplemental Indenture and the Lenders Securities and any Specified Derivatives Providers (b) the full payment and punctual performance within applicable grace periods of all other obligations of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent Company under this Supplemental Indenture and the Borrower shall cause each Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor to execute a further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders Guarantor and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and reinstated in accordance with its terms. (a) Notwithstanding anything protest to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Company of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (iv1) the Administrative Agent shall have received such written request at least five failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any such request shall constitute a representation by Securityholder or the Parent and Trustee to exercise any right or remedy against any other guarantor of the Borrower that the conditions Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the preceding sentence are ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or will be satisfied as the Trustee to any security held for payment of the requested date Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01.

Guaranties. Pursuant (a) During the period prior to the Parent GuarantyAcquisition Closing Date, the Parent Company shall unconditionally Guarantee in favor of execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent, Guaranties of Domestic Subsidiaries such that, at all times during such period, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary (and for purposes of making such determination, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis). (b) On and after the Acquisition Closing Date, within 45 days (or such longer period of time as the Administrative Agent shall agree) after delivery (or date of required delivery) of each set of applicable financial statements pursuant to Sections 6.1(i) and (ii), the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders Guaranties from its present and any Specified Derivatives Providers the full payment future Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and performance Immaterial Subsidiaries) such that all Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and Immaterial Subsidiaries) are Guarantors as of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termsdate. (ac) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and Company shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise counsel reasonably satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the reasonable opinion of the Administrative Agent releaseis necessary or advisable in connection therewith. For the avoidance of doubt, and upon receipt of such request notwithstanding the Administrative Agent shall releaseabove, a Subsidiary Guarantor from the Guaranty for so long as: (i) such Subsidiary Guarantor is not otherwise required to be as a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Company guarantees the Senior Notes, New Senior Unsecured Notes, Existing Loan Agreement or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable Indebtedness for borrowed money subject to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions covenant set forth in the preceding sentence are Section 6.28 (or in each case any refinancing, renewal or replacement thereof), such Subsidiary will be satisfied as of required to guaranty the requested date of releaseObligations.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Each Guarantor required to execute and deliver a Guaranty Agreement pursuant to Section 4.05 shall, upon execution and delivery of its Guaranty Agreement, unconditionally and irrevocably guarantee, jointly and severally, to each Holder and to the contrary in this Agreement Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or any otherwise, and all other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary monetary obligations of the Parent owning a direct or indirect interest in Issuer under this Supplemental Indenture and the Borrower since Notes and (b) the date full and punctual performance within applicable grace periods of all other obligations of the most recent Compliance Certificate Issuer under this Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Daterenewed, in form whole or in part, without notice or further assent from such Guarantor and substance substantially consistent with that such items delivered on the Closing Date Guarantor will remain bound under this Article VI notwithstanding any extension or otherwise reasonably satisfactory to the Administrative Agentrenewal of any Guaranteed Obligation. (b) The Borrower may request in writing that the Administrative Agent releaseEach Guarantor waives presentation to, demand of, payment from and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party protest to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Issuer of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (iva) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any such request shall constitute a representation Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Parent and Trustee for the Borrower that Guaranteed Obligations or any of them; (e) the conditions failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 6.06, any change in the preceding sentence are ownership of such Guarantor. (c) Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or will be satisfied as the Trustee to any security held for payment of the requested date Guaranteed Obligations. (d) Except as expressly set forth in Sections 6.02, 6.06 and 7.02(b) of this Supplemental Indenture and Sections 1302 and 1303 of the Base Indenture, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Issuer to the Holders and the Trustee. (g) Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article V of the Base Indenture for the purposes of such Guarantor’s Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in such Article V, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 6.01. (h) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 6.01.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, Agent and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to As credit support for the Parent GuarantyObligations, on or before the Closing Date, the Parent Westcor Guarantors, the Wilmorite Guarantors and the Affiliate Guarantors shall unconditionally Guarantee in favor of each execute and deliver to the Administrative Agent, for the Lenders and any Specified Derivatives Providers the full payment and performance benefit of the ObligationsLenders, a Subsidiary Guaranty. Pursuant to Upon the acquisition of any Project after the Closing Date by any Borrower Party or Wholly-Owned Subsidiary Guaranty or an addendum thereto thereof, in the form attached event at the time of acquisition the principal Property comprising such Project is unencumbered by any Lien in respect of Borrowed Indebtedness (an “Unencumbered Property”), and there is no Financing with respect to the Subsidiary Guarantysuch Unencumbered Property within ninety (90) days of its acquisition, the Parent and the Borrower shall cause such Person, if such Person is not already a Guarantor (each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent “Supplemental Guarantor”), the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. shall: (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower execute and such Subsidiary shall deliver to the Administrative Agent each Agent, for the benefit of the following: (i) Lenders, a joinder Guaranty in the form of Exhibit G hereto pursuant to which such Supplemental Guarantor will unconditionally guarantee the Obligations from time to time owing to the Subsidiary Lenders, (b) execute and deliver, or cause to be executed and delivered, to the Administrative Agent such other documents or legal opinions required by the Administrative Agent confirming the authorization, execution and delivery and enforceability (subject to customary exceptions) of the Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesSupplemental Guarantor, and (iiic) deliver copies of its Organizational Documents, certified by the items that would have been delivered under subsections Secretary or an Assistant Secretary of such Supplemental Guarantor (iii) and (v) of Section 5.01(a) or if such Subsidiary had been Person is a Subsidiary limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Upon the Disposition of any Affiliate Guarantor on or Supplemental Guarantor or the Closing DateDisposition or Financing of all Unencumbered Property owned by such Affiliate Guarantor or Supplemental Guarantor, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from release the Guaranty so long as: (i) guaranty executed by such Subsidiary Guarantor is not otherwise required Person pursuant to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in this Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release4.1.

Guaranties. Pursuant Each Guarantor hereby unconditionally and ---------- irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of this Indenture, the Lenders and Securities or any Specified Derivatives Providers other agreement; (d) the full payment and performance release of any security held by any Holder or the Obligations. Pursuant Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to the Subsidiary Guaranty exercise any right or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and remedy against any Specified Derivatives Providers the full payment and performance other guarantor of the Obligations; providedor (f) except as set forth in Section 11.06, howeverany change in the ownership of such Guarantor. Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that such Subsidiary any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything is, to the contrary extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Agreement Indenture. Except as expressly set forth in Section 8.01(b), 11.02 and 11.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other Loan Documentagreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Guaranteed Obligations, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the Parent purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (other than including reasonable attorneys' fees) incurred by the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentthis Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of this Indenture, the Lenders and Securities or any Specified Derivatives Providers other agreement; (d) the full payment and performance release of any security held by any Holder or the Obligations. Pursuant Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to the Subsidiary Guaranty exercise any right or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and remedy against any Specified Derivatives Providers the full payment and performance other guarantor of the Obligations; providedor (f) except as set forth in Section 11.06, howeverany change in the ownership of such Guarantor. Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that such Subsidiary any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything is, to the contrary extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Agreement Indenture. Except as expressly set forth in Section 8.01(b), 11.02 and 11.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other Loan Documentagreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Guaranteed Obligations, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the Parent purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (other than including reasonable attorneys' fees) incurred by the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentthis Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to Neither the Parent nor any of its domestic Subsidiaries shall make, issue, or become liable on any Guaranty, except (a) Guaranties of the Parent shall unconditionally Guarantee Obligations in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms., (ab) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, Foreign Subsidiary Credit Facility Guaranty and only then if (xi) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maximum liability of the Parent owning a direct under such Guaranty is equal to or indirect interest less than $30,000,000 in principal amount plus the Borrower since the date costs of enforcement of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such SubsidiaryGuaranty, (ii) concurrently with stock of the delivery foreign Subsidiaries of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesParent has been pledged (or Parent is obligated to pledge it) to Agent, and (iii) such Guaranty is unsecured, (c) unsecured Guaranties in the items ordinary course of business by the Parent requested by vendors or other third parties doing business with Subsidiaries of Parent, (d) existing Guaranties listed on Schedule 7.12, (e) unsecured Guaranties of Permitted Debt, (f) unsecured Guaranties of intercompany obligations, (g) unsecured Guaranties of performance bonds entered into in the ordinary course of Borrowers' business provided the indemnification provisions contained in the performance bonds are acceptable to Agent in its reasonable discretion, (h) Guaranties of the Permitted Revolver Obligations so long as any such guarantor delivers to Agent contemporaneously with the Guaranty of the Permitted Revolver Obligations a guaranty of the Obligations that would have been delivered under subsections (iii) and (v) is substantially identical to the Guaranty of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, Permitted Revolver Obligations or that is otherwise in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent., and (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is other unsecured Guaranties not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth permitted in the preceding sentence are or will be satisfied as provisions of this Section 7.12, provided the requested date aggregate liability of releaseall Borrowers under such Guaranties does not exceed $5,000,000 in the aggregate at any time.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this Third Supplemental Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this Third Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Original Indenture, this Third Supplemental Indenture, the Parent shall unconditionally Guarantee in favor Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of the Original Indenture, this Third Supplemental Indenture, the Lenders Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture, this Third Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Pursuant Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guaranty Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or an addendum thereto in interest on any Guaranteed Obligation when and as the form attached same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to the Subsidiary Guarantyperform or comply with any other Guaranteed Obligation, the Parent and the Borrower shall cause each Subsidiary Guarantor hereby promises to execute a Subsidiary Guaranty unconditionally guarantying and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Company to the contrary in this Agreement or any Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations hereby may be accelerated as provided in the Borrower since the date Article VI of the most recent Compliance Certificate Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article VI of the Parent Indenture, such Guaranteed Obligations (other than the Borrowerwhether or not due and payable) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower shall forthwith become due and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed payable by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section 10.01. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys’ fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in rights under this Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release10.01.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder of a Security authenticated and delivered by the Trustee and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities or other Subordinated Securities Obligations when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty or an addendum thereto and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.01(b), 11.02 and 11.06, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Obligations, (2) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (3) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is for the purposes of this Section. Each Subsidiary Guarantor shall have the right to seek contribution from any non-paying Subsidiary Guarantor in an amount equal to such non-paying Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all of the Subsidiary Guarantors at the time of such payment as determined in accordance with GAAP, so long as the exercise of such right does not otherwise required to be a party to impair the Guaranty rights of the Holders under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Guaranty. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys’ fees and expenses) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything In connection with any Mortgage Loan, to the contrary in this Agreement extent any guaranties or indemnities, including guaranties of non-recourse liability, completion guaranties and environmental indemnities (collectively, “Guaranties”), are required under any such Mortgage Loan or other indebtedness of the Venture or any other Loan DocumentSubsidiary, the Members shall use commercially reasonable efforts to cause a Subsidiary of the Venture to enter into such Guaranties. If such Subsidiary of the Venture is not an acceptable guarantor to the applicable lender, then the Members shall use commercially reasonable efforts to cause the Venture to enter into such Guaranties. If the Venture is not an acceptable guarantor to the applicable lender, then the Members shall jointly determine whether to proceed with obtaining such indebtedness and to provide one or more of the Members and/or their creditworthy Affiliates acceptable to the applicable lender to enter into such Guaranties (x) concurrently with the delivery “Recourse Parties”), in which case the Members shall cause a creditworthy Affiliate of each Compliance Certificate, such Member reasonably acceptable to the other Member (it being understood that any Recourse Party shall be reasonably acceptable to the other Member) to execute and deliver a contribution and indemnity agreement (“Contribution Agreement”) with respect to any Person that became a Subsidiary of Guaranties made by the Parent owning a direct Recourse Parties. Except as provided in Section 12.02(b) and 12.02(c) if any liability or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with obligation is due under any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentGuaranty, the Borrower Venture or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such applicable Subsidiary shall deliver be required to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by pay for such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date liability or otherwise reasonably satisfactory to the Administrative Agentobligation. (b) The Borrower may request As between the NorthStar Member or any of its Affiliates (other than the Venture or any Subsidiary) (the “NorthStar Parties”), on the one hand, and the Formation Member or any of its Affiliates (other than the Venture or any Subsidiary) (the “Formation Parties”), on the other hand, the NorthStar Parties shall be solely liable for obligations arising under any Guaranty to the extent such liability is caused by or otherwise attributable to the actions or wrongful omissions of the NorthStar Parties, unless, in each case, a Formation Party specifically and in writing that approved or authorized such action or omission giving rise to liability. No NorthStar Party shall have a right of reimbursement or compensation from the Administrative Agent releaseVenture, any of its Subsidiaries or any Member (or Affiliates thereof) in respect of any obligations arising under this Section 12.02(b), whether by means of a right of subrogation, indemnification or otherwise, nor shall they be entitled to Capital Account credit on account of such payments, and upon receipt the NorthStar Member shall be required to fund 100% of any Additional Capital Contribution Request with respect to such liability. (c) As between the NorthStar Parties, on the one hand, and the Formation Parties, on the other hand, the Formation Parties shall be solely liable for obligations arising under any Guaranty to the extent such liability is caused by or otherwise attributable to the actions or wrongful omissions of the Formation Parties, unless, in each case, a NorthStar Party specifically and in writing approved or authorized such action or omission giving rise to liability. No Formation Party shall have a right of reimbursement or compensation from the Venture, any of its Subsidiaries or any Member (or Affiliates thereof) in respect of any obligations arising under this Section 12.02(c), whether by means of a right of subrogation, indemnification or otherwise, nor shall they be entitled to Capital Account credit on account of such request payments, and the Administrative Agent Formation Member shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise be required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation fund 100% of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received Additional Capital Contribution Request with respect to such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseliability.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, Agent and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery within fifteen (15) Business Days of each Compliance Certificate, with respect to any Person that became becoming a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since after the date of the most recent Compliance Certificate Closing Date, or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, Subsidiary and (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii), (iv), (v), (vii) and (vvii) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant (a) During the period prior to the Parent GuarantyAcquisition Closing Date, the Parent Company shall unconditionally Guarantee in favor of execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent, Guaranties of Domestic Subsidiaries such that, at all times during such period, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary (and for purposes of making such determination, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis). (b) On and after the Acquisition Closing Date, within 45 days (or such longer period of time as the Administrative Agent shall agree) after delivery (or date of required delivery) of each set of applicable financial statements pursuant to Sections 6.1(i) and (ii), the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders Guaranties from its present and any Specified Derivatives Providers the full payment future Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and performance Immaterial Subsidiaries) such that all Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and Immaterial Subsidiaries) are Guarantors as of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termsdate. (ac) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and Company shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise counsel reasonably satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the reasonable opinion of the Administrative Agent releaseis necessary or advisable in connection therewith. For the avoidance of doubt, and upon receipt of such request notwithstanding the Administrative Agent shall releaseabove, a Subsidiary Guarantor from the Guaranty for so long as: (i) such Subsidiary Guarantor is not otherwise required to be as a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Company guarantees the Senior Notes, New Senior Unsecured Notes, Refinancing Debt, Existing Loan Agreement or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable Indebtedness for borrowed money subject to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions covenant set forth in the preceding sentence are Section 6.28 (or in each case any refinancing, renewal or replacement thereof), such Subsidiary will be satisfied as of required to guaranty the requested date of releaseObligations.

Guaranties. Pursuant The Borrowers shall not, and shall not permit any of their Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, except: (i) Guaranties expressly permitted under Section 8.2.1 [Indebtedness]; (ii) endorsements of negotiable or other instruments for deposit or collection in the ordinary course of business; (iii) any Guaranty of an obligation of any Borrower or any of their Subsidiaries to indemnify or hold harmless any seller or buyer, as applicable, incurred in connection with an acquisition or divestiture of Capital Stock or assets permitted under this Agreement; and (iv) any Guaranty by a Loan Party or its Subsidiaries (including through the issuance of a Letter of Credit on behalf of such Person) of the obligations of any of TGI or its direct or indirect Subsidiaries not constituting Indebtedness and which is incurred in the ordinary course of business such as trade credit and obligations under real estate leases (it being understood that any such Guaranty by a Loan Party of obligations of a non-Loan Party shall not be subject to the Parent limitations in Section 8.2.4 unless and until payments are made under any such Guaranty, the Parent shall unconditionally Guarantee in favor ); (v) any Guaranty by a Loan Party or any Subsidiary thereof of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything performance of any customer contract or (b) obligations under real estate leases, in each case solely to the contrary in this Agreement extent that (w) such contract or any other Loan Documentlease, as applicable, has been sold or otherwise disposed of pursuant to a transaction that is expressly permitted hereunder, (x) concurrently such Loan Party or Subsidiary obtains an enforceable indemnity with respect to such Guaranty which is likely to be collectable in the reasonable judgment of the Borrowers, (y) immediately prior to giving effect to such sale or other disposition, such Guaranty would have been permitted under Section 8.2.3(iv) above, and (z) such Guaranty was not entered into in connection with or in contemplation of such sale or other disposition; (vi) (a) the Receivables Performance Guaranty and other Standard Securitization Undertakings in connection with the delivery of each Compliance CertificateReceivables Facility, and (b) Standard Payment Discount Undertakings in connection with a Specified Payment Discount Arrangement; and (vii) Guaranties permitted under Section 8.2.4 (other than Section 8.2.4(xii)); provided, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: clauses (i) a joinder to through (vii) above, no Guaranties will be made for the benefit of any Loan Party or Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, thereof which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required intended to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (dissolved, liquidated or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasewound up.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under this Indenture and the securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The Obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of this Indenture, the Lenders Securities -61- 66 or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.1(b), 10.2 and 10.6, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary in this Agreement Holders or any the Trustee an amount equal to the sum of (i) the unpaid amount of such obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not -62- 67 prohibited by law) and (iii) all other Loan Documentmonetary Obligations of the Issuers to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys, fees and expenses) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant SAP and Qualtrics shall each use their reasonable efforts (to the Parent Guarantyextent practicable) to cause each SAP Entity to be removed and released in respect of all obligations under each guarantee, indemnity, surety bond, letter of credit and letter of comfort given or obtained by any SAP Entity for the Parent benefit of any Qualtrics Entity or the Qualtrics business with respect to real estate (each, a “Guarantee”), including the Guarantee set forth on Schedule III, as soon as reasonably practicable after the IPO Date. From and after the IPO Date, Qualtrics shall unconditionally Guarantee in favor indemnify, hold harmless and promptly reimburse the SAP Entities for any payments made by SAP Entities and for any and all Liabilities of the Administrative AgentSAP Entities arising out of, the Lenders and or in performing, in whole or in part, any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated obligation in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or underlying obligation under any other Loan Document, (x) concurrently with Guarantee. Beginning on the delivery date on which the SAP Entities hold shares of each Compliance Certificate, with respect to any Person that became Qualtrics common stock representing less than a Subsidiary majority of the Parent owning a direct or indirect interest in the Borrower since the date votes entitled to be cast by all holders of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentQualtrics common stock, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required SAP continues to be a party to any Guarantee, until such time as the Guaranty under Guarantee is terminated, Qualtrics shall compensate SAP in accordance with the immediately preceding subsection market rate based on the cost for a bank to issue a substitute guarantee, as determined by the Parties in good faith. Notwithstanding the foregoing, (a) (after giving effect in the event of a Change of Control that requires SAP’s approval pursuant to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (Article VI of Qualtrics’ Amended and Restated Certificate of Incorporation or which Guarantee is being substantially concurrently released) any other Indebtedness Section 3.2 of the ParentMaster Transaction Agreement such that, the Borrower in single transaction or any Subsidiary series of transactions, a third party acquires Qualtrics common stock representing a majority of the Borrower owning directly or indirectly any Unencumbered Propertyvotes entitled to be cast by all holders of Qualtrics common stock, (iii) no Default or Event of Default it shall then be in existence or would occur as a result condition to the closing of such release, including without limitation, a Default transaction(s) that any Guarantee remaining in effect at that time shall be terminated effective on or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date closing of release. Delivery by the Borrower such transaction(s) and in connection therewith, SAP and Qualtrics shall each use their reasonable efforts (to the Administrative Agent extent practicable) to cause each SAP Entity to be removed and released in respect of all obligations under any such request shall constitute a representation by the Parent Guarantee(s) and the Borrower that the conditions set forth (b) in the preceding sentence are event of a Change of Control that does not require SAP’s approval pursuant to Article VI of Qualtrics’ Amended and Restated Certificate of Incorporation or will be satisfied as Section 3.2 of the requested date Master Transaction Agreement such that, in single transaction or series of releasetransactions, a third party acquires Qualtrics common stock representing a majority of the votes entitled to be cast by all holders of Qualtrics common stock, it shall be a condition to the closing of such transaction(s) that any Guarantee remaining in effect at that time shall be terminated effective on or prior to the closing of such transaction(s).

Guaranties. Pursuant If in connection with any financing or refinancing relating solely to any Non-Rental Pool Property or the acquisition thereof that is obtained by the Partnership or any Subsidiary, any Lender requires any guaranty of non-recourse carve-outs (a “Non-Recourse Guaranty”) and/or environmental indemnity (an “Environmental Indemnity”), JVP (or a credit-worthy Affiliate acceptable to the Parent GuarantyLender) shall provide any such guaranty and/or indemnity, provided the form of such guaranty and/or indemnity is reasonably acceptable to JVP. Except as provided in the preceding sentence, none of the Partnership, the Parent General Partner, JVP or Starwood shall unconditionally Guarantee be obligated to issue any guaranties or indemnities in favor of the Administrative Agent, the Lenders and connection with any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant financing or refinancing relating to the Subsidiary Guaranty Property or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such releaseacquisition thereof, including without limitation, any completion guaranty or payment guaranty. Either a Default Partner or Event an Affiliate of Default resulting from such Partner may, on a violation of any case by case basis and in its sole judgment, but subject to obtaining the written approval of the covenants contained General Partner, Starwood and JVP, elect to provide credit enhancement for any financing or refinancing obtained by, or other obligation of, the Partnership or any Subsidiary in the form of guaranties, indemnifications, pledges of collateral or letters of credit to the provider of such loan or financing or the Person to whom such obligation is owed (a “Lender”), in each case to secure certain obligations of the Partnership or any Subsidiary (any such approved credit enhancement, shall be collectively to as “Credit Enhancement”). Credit Enhancement shall not include a Non-Recourse Guaranty or Environmental Indemnity required pursuant to the first sentence of this Section 8.14; and (iv) 9.14. To the Administrative Agent extent Starwood or an Affiliate of Starwood elects to provide Credit Enhancement, JVP shall have received the right but not the obligation to provide such written request Credit Enhancement with Starwood on a pro rata basis (based on the respective Percentage Interests of Starwood and JVP). If at least five any time, (5a) Business Days JVP or an Affiliate of JVP has provided a Non-Recourse Guaranty or an Environmental Indemnity or (b) a Partner or such shorter period as may be acceptable an Affiliate of a Partner has provided Credit Enhancement (i) in the form of a guaranty or indemnification (that is not a Non-Recourse Guaranty or Environmental Indemnity) where funds are paid to the Administrative AgentLender thereunder or costs are incurred in connection with the enforcement thereof, (ii) prior in the form of a pledge of collateral where such collateral is applied by the Lender or costs are incurred in connection with the enforcement thereof, or (iii) in the form of a letter of credit where such letter of credit is drawn upon or costs are incurred in connection with the enforcement thereof, provided, in each case above, such payment, application or draw is not incurred in connection with the fraud, gross negligence or intentional misconduct of such Partner or an Affiliate of such Partner, then such Partner shall be deemed to have made a loan to the requested Partnership in the amount of such payment, application or draw (any such loan, a “Credit Enhancement Loan”), which shall bear interest at the Default Loan Rate from the date advanced until repaid and shall be repaid on a priority basis from 100% of release. Delivery by the Borrower Distributions and shall have priority over all other payments or distributions payable to the Administrative Agent Partners hereunder. If any Credit Enhancement Loan is made under this Section, the Partner who has made such loan shall have the unilateral right to issue a funding notice to the Partners to repay such loan and, within twenty (20) days after receipt of such notice, each Partner shall make a Capital Contribution equal to the Credit Enhancement Loan multiplied by its Percentage Interest (subject in JVP’s case to the JVP Cap). If any such request Partner fails to make a Capital Contribution required under this Section, then the non-failing Partner shall constitute a representation by have the Parent and the Borrower that the conditions remedies set forth in Section 5.2(b). To the preceding sentence are extent any payment is required under either a Non-Recourse Guaranty or will Environmental Indemnity and such payment is incurred in connection with the fraud, gross negligence or intentional misconduct of JVP or an Affiliate of JVP, the JVP Cap shall not be satisfied as of the requested date of releaseapplicable.

Guaranties. Pursuant The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severally with the other Guarantors], to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, this Supplemental Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of the Indenture, this Supplemental Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 7 of this Supplemental Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Obligations. Except as expressly set forth in Section 10.02 of the Indenture and Sections 3 and 7 of this Supplemental Indenture, the obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. Pursuant The Subsidiary Guarantor further agrees that its guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Subsidiary Guaranty Holders or the Trustee an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Obligations, (2) accrued and unpaid interest on such Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Obligations of the Company to the Holders and the Borrower shall cause each Trustee. The Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustee, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Obligations guaranteed hereby may be accelerated as provided in the Borrower since the date Article VI of the most recent Compliance Certificate Indenture for the purposes of the Subsidiary Guarantor’s guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Obligations as provided in Article VI of the Parent Indenture, such Obligations (other than whether or not due and payable) shall forthwith become due and payable by the BorrowerSubsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) entering into any Guarantee of Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this First Supplemental Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this First Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Original Indenture, this First Supplemental Indenture, the Parent shall unconditionally Guarantee in favor Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of the Original Indenture, this First Supplemental Indenture, the Lenders Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture, this First Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Pursuant Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guaranty Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or an addendum thereto in interest on any Guaranteed Obligation when and as the form attached same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to the Subsidiary Guarantyperform or comply with any other Guaranteed Obligation, the Parent and the Borrower shall cause each Subsidiary Guarantor hereby promises to execute a Subsidiary Guaranty unconditionally guarantying and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Company to the contrary in this Agreement or any Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations hereby may be accelerated as provided in the Borrower since the date Article VI of the most recent Compliance Certificate Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article VI of the Parent Indenture, such Guaranteed Obligations (other than the Borrowerwhether or not due and payable) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower shall forthwith become due and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed payable by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section 10.01. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys’ fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in rights under this Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release10.01.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full (a) The payment and performance of the Obligations. Pursuant to Obligations of the Company shall at all times be guaranteed by each direct and indirect existing or future Domestic Subsidiary Guaranty or an addendum thereto in that guarantees the form attached to Company’s obligations under the Subsidiary GuarantyTerm Loan Credit Agreement, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Company’s obligations under the2020 Term Loan Credit Agreement or the Specified Revolving Credit Agreements or the Company’s obligations under any other Loan DocumentMaterial Debt (excluding any such guarantee existing prior to January 2, (x2019) concurrently with the delivery of each Compliance Certificate, with respect pursuant to any Person that became a Subsidiary of the Parent owning a direct one or indirect interest more guaranty agreements in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower form and such Subsidiary shall deliver substance reasonably acceptable to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, and which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance shall be substantially consistent with the guaranty set forth in Section 8.16., as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”; and each such items delivered on Subsidiary executing and delivering a Guaranty, a “Guarantor” and collectively the Closing Date or otherwise reasonably satisfactory to the Administrative Agent“Guarantors”). (b) The Borrower may request in writing that In the event any Domestic Subsidiary is required pursuant to the terms of Section 5.15. (a) above to become a Guarantor hereunder, the Company shall cause such Domestic Subsidiary to execute and deliver to the Administrative Agent release, AgentAgents a Guaranty and upon receipt of such request the Company shall also deliver to the Administrative Agent shall releaseAgentAgents, or cause such Domestic Subsidiary to deliver to the Administrative AgentAgents, at the Company’s cost and expense, such other documents, certificates and opinions of the type delivered on the Effective Date pursuant to Sections 4.1. (b) and (c) to the extent reasonably required by the Administrative AgentAgents in connection therewith. (c) A Guarantor, upon delivery of written notice to the Administrative AgentAgents by a Subsidiary Guarantor from Financial Officer or other authorized officer of the Guaranty so long asCompany certifying that, after giving effect to any substantially concurrent transactions, including any repayment of Debt, release of a guaranty or any sale or other disposition, either: (i) such Subsidiary Guarantor is does not otherwise required to be a party to guarantee the Guaranty obligations of the Company (1) under the immediately preceding subsection Specified Revolving Credit Agreements, (a2) under the Term Loan Credit Agreement or, (after giving effect to clause 3) under the 2020 Term Loan Credit Agreement or (ii4) hereof); under any other Material Debt of the Company or (ii) such Subsidiary Guarantor is no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any a Domestic Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur Company as a result of such releasea transaction not prohibited hereunder, shall be automatically released from its obligations (including its Guaranty) hereunder without limitationfurther required action by any Person. The Administrative AgentAgents, a Default at the Company’s expense, shall execute and deliver to the Company or Event of Default resulting from a violation of the applicable Guarantor any of documents or instruments as the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (Company or such shorter period as Guarantor may be acceptable reasonably request to evidence the Administrative Agent) prior to the requested date release of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseGuaranty.

Guaranties. Pursuant (a) During the period prior to the Parent GuarantyAcquisition Closing Date, the Parent Company shall unconditionally Guarantee in favor of execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent, Guaranties of Domestic Subsidiaries such that, at all times during such period, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary (and for purposes of making such determination, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis). (b) On and after the Acquisition Closing Date, within 45 days (or such longer period of time as the Administrative Agent shall agree) after delivery (or date of required delivery) of each set of applicable financial statements pursuant to Sections 6.1(i) and (ii), the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders Guaranties from its present and any Specified Derivatives Providers the full payment future Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and performance Immaterial Subsidiaries) such that all Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and Immaterial Subsidiaries) are Guarantors as of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termsdate. (ac) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and Company shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise counsel reasonably satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the reasonable opinion of the Administrative Agent releaseis necessary or advisable in connection therewith. For the avoidance of doubt, and upon receipt of such request notwithstanding the Administrative Agent shall releaseabove, a Subsidiary Guarantor from the Guaranty for so long as: (i) such Subsidiary Guarantor is not otherwise required to be as a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Company guarantees the Senior Notes, any Securities (as defined in the Arranger Fee Letter), the Senior Secured Credit Facilities, the facilities under the Existing Loan Agreement or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable Indebtedness for borrowed money subject to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions covenant set forth in the preceding sentence are Section 6.28 (or in each case any refinancing, renewal or replacement thereof), such Subsidiary will be satisfied as of required to guaranty the requested date of releaseObligations.

Guaranties. Pursuant If in connection with any financing or refinancing relating solely to any Non-Rental Pool Property or the acquisition thereof that is obtained by the Partnership or any Subsidiary, any Lender requires any guaranty of non-recourse carve-outs (a “Non-Recourse Guaranty”) and/or environmental indemnity (an “Environmental Indemnity”), JVP (or a credit-worthy Affiliate acceptable to the Parent GuarantyLender) shall provide any such guaranty and/or indemnity, provided the form of such guaranty and/or indemnity is reasonably acceptable to JVP. Except as provided in the preceding sentence, none of the Partnership, the Parent General Partner, JVP or Starwood shall unconditionally Guarantee be obligated to issue any guaranties or indemnities in favor of the Administrative Agent, the Lenders and connection with any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant financing or refinancing relating to the Subsidiary Guaranty Property or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such releaseacquisition thereof, including without limitation, any completion guaranty or payment guaranty. Either a Default Partner or Event an Affiliate of Default resulting from such Partner may, on a violation of any case by case basis and in its sole judgment, but subject to obtaining the written approval of the covenants contained General Partner, Starwood and JVP, elect to provide credit enhancement for any financing or refinancing obtained by, or other obligation of, the Partnership or any Subsidiary in the form of guaranties, indemnifications, pledges of collateral or letters of credit to the provider of such loan or financing or the Person to whom such obligation is owed (a “Lender”), in each case to secure certain obligations of the Partnership or any Subsidiary (any such approved credit enhancement, shall be collectively to as “Credit Enhancement”). Credit Enhancement shall not include a Non-Recourse Guaranty or Environmental Indemnity required pursuant to the first sentence of this Section 8.14; and (iv) 9.14. To the Administrative Agent extent Starwood or an Affiliate of Starwood elects to provide Credit Enhancement, JVP shall have received the right but not the obligation to provide such written request Credit Enhancement with Starwood on a pro rata basis (based on the respective Percentage Interests of Starwood and JVP). If at least five any time, (5a) Business Days JVP or an Affiliate of JVP has provided a Non-Recourse Guaranty or an Environmental Indemnity or (b) a Partner or such shorter period as may be acceptable an Affiliate of a Partner has provided Credit Enhancement (i) in the form of a guaranty or indemnification (that is not a Non-Recourse Guaranty or Environmental Indemnity) where funds are paid to the Administrative AgentLender thereunder or costs are incurred in connection with the enforcement thereof, (ii) prior in the form of a pledge of collateral where such collateral is applied by the Lender or costs are incurred in connection with the enforcement thereof, or (iii) in the form of a letter of credit where such letter of credit is drawn upon or costs are incurred in connection with the enforcement thereof, provided, in each case above, such payment, application or draw is not incurred in connection with the fraud, gross negligence or intentional misconduct of such Partner or an Affiliate of such Partner, then such Partner shall be deemed to have made a loan to the requested Partnership in the amount of such payment, application or draw (any such loan, a “Credit Enhancement Loan”), which shall bear interest at the Default Loan Rate from the date advanced until repaid and shall be repaid on a priority basis from 100% of release. Delivery by the Borrower Distributions and shall have priority over all other payments or distributions payable to the Administrative Agent Partners hereunder. If any Credit Enhancement Loan is made under this Section, the Partner who has made such loan shall have the unilateral right to issue a funding notice to the Partners to repay such loan and, within twenty (20) days after receipt of any such request notice, each Partner shall constitute make a representation Capital Contribution equal to the Credit Enhancement Loan multiplied by its Percentage Interest (subject in JVP’s case to the Parent JVP Legacy Cap and the Borrower that JVP New Tranche Cap). If any Partner fails to make a Capital Contribution required under this Section, then the conditions non-failing Partner shall have the remedies set forth in Section 5.2(b). To the preceding sentence are extent any payment is required under either a Non-Recourse Guaranty or will Environmental Indemnity and such payment is incurred in connection with the fraud, gross negligence or intentional misconduct of JVP or an Affiliate of JVP, the JVP Legacy Cap and the JVP New Tranche Cap shall not be satisfied as of the requested date of releaseapplicable.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, Hedging Liability, and Bank Product Obligations shall at all times be guaranteed by the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders direct and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a indirect wholly-owned Domestic Subsidiary of the Parent owning a direct Borrowers pursuant to Section 12 hereof or indirect interest in the Borrower since the date of the most recent Compliance Certificate pursuant to one or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, more guaranty agreements in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties” and each of the Parent and each such wholly-owned Domestic Subsidiary executing and delivering this Agreement as a Guarantor (including any wholly-owned Domestic Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 12 hereof) prior or a separate Guaranty being referred to herein as a “Guarantor” and collectively the “Guarantors”); provided that (a) except as set forth in Section 8.27 hereof, an Immaterial Subsidiary shall not be required to become a party to the requested date of release. Delivery by the Borrower Loan Documents as a Subsidiary Guarantor, (b) any Subsidiary (as identified in a written notice to the Administrative Agent of on or prior to the date hereof) that is prohibited by any contractual obligation existing on the Closing Date from guaranteeing the Obligations, Hedging Liability and Bank Product Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received (provided that the Borrowers and the applicable Subsidiaries shall only be required to expend commercially reasonable efforts to get any such request consent, approval, license or authorization but in any event shall constitute not be required to expend any funds in relation to obtaining any of the foregoing) or which would result in a representation material adverse tax consequence to the Borrowers or one of their respective Subsidiaries, as reasonably determined in good faith by the Parent Borrowers, shall not be required to be a Subsidiary Guarantor hereunder and (c) any Subsidiary where the Borrower that burden or cost of obtaining a guarantee from such Subsidiary outweighs the conditions benefit to the Lenders, as determined in the reasonable discretion of the Administrative Agent shall not be required to be a Subsidiary Guarantor hereunder, and (d) no Excluded Subsidiary shall be required to be a Subsidiary Guarantor hereunder. Any Domestic Subsidiary becoming a Subsidiary Guarantor shall at all times thereafter remain a Guarantor except as otherwise set forth in the preceding sentence are or will Section 12.3(b). Any Domestic Subsidiary that ceases to be satisfied as an Immaterial Subsidiary shall be required to become a Subsidiary Guarantor within ten (10) Business Days of the requested date of releaseoccurrence thereof.

Guaranties. Pursuant Make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor obligations of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying or Joint Venture) or otherwise assume, guarantee or in favor any way become contingently liable or responsible for obligations of any other Person, whether by agreement to purchase those obligations of any other Person, or by agreement for the Administrative Agent furnishing of funds through the purchase of goods, supplies or services (whether by way of stock purchase, capital contribution, advance or loan) for the Lenders and purpose of paying or discharging the obligations of any Specified Derivatives Providers the full payment and performance of the Obligations; providedother Person, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.except for: (a) Notwithstanding anything guaranties of obligations of another Borrower issued in the ordinary course of business; (b) the endorsement of negotiable instruments in the ordinary course of business; (c) guaranties of performance and completion and performance and completion bonds issued in connection with the construction of Real Estate developments owned by the Borrower; (d) guaranties of liabilities incurred by Joint Ventures to which the Borrower or a Joint Venture Subsidiary is a party, PROVIDED that all such guaranties outstanding at any one time (including without limitation Xxxxxxxxx Ranch Venture L.L.C. and Xxxxxx Ranch) do not exceed the lesser of $60,000,000 or 15% of the Tangible Net Worth, (e) the obligations of the Borrower under the LLP Loans Guaranty; or (f) the LNR Loans Guaranties; PROVIDED, HOWEVER, that the maximum permissible amount of the LNR Loans Guaranties (i) until November 30, 1998, shall be limited to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee lesser of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, LNR which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered exists on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release$50,000,000, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness from and after November 30, 1998 shall be zero. None of the Parentforegoing clauses, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyhowever, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable deemed to the Administrative Agent) prior to the requested date of release. Delivery by permit the Borrower to guaranty any obligations of the Administrative Agent of Mortgage Banking Subsidiaries, the Limited Purpose Finance Subsidiaries, STI or the Title Companies, if any such request shall constitute a representation by the Parent and guaranty would cause the Borrower that the conditions set forth to be in the preceding sentence are or will be satisfied as violation of the requested date of releaseSection 7.02 hereof.

Guaranties. Pursuant Borrower shall on or before the Effective Date cause to be executed and delivered to Administrative Agent an amended and restated unconditional guaranty of the Loan Obligations by each Person listed on Exhibit 8 (which Persons constitute all of the Domestic Subsidiaries of Borrower as of the Execution Date) pursuant to a guaranty satisfactory to Lenders. In addition, if any Domestic Subsidiary is acquired, created or organized after the Execution Date, Borrower shall, contemporaneously with the acquisition, creation or organization of such a Subsidiary (but in no event later than 60 days after such acquisition, creation or organization), cause to be executed and delivered by such Subsidiary an unconditional guaranty of the Loan Obligations in substantially the form of an existing Guaranty and containing a joinder to the Parent GuarantyContribution Agreement (or, at the Parent shall unconditionally Guarantee in favor option of the Administrative Agent, a joinder to an existing Guaranty and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Contribution Agreement), along with, if such Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guarantyis a Material Subsidiary, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the followingfollowing items: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt Charter Documents of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof)Material Subsidiary; (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness copies of all consents, licenses and approvals required in connection with the execution, performance, and enforceability of the Parent, the Borrower Guaranty or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyjoinder by such Material Subsidiary, (iii) no Default a secretary’s or Event of Default shall then be in existence or would occur as a result members’ certificate for such Material Subsidiary (certifying resolutions authorizing the execution, performance and delivery of such releaseGuaranty or joinder, including without limitation, a Default Charter Documents and incumbency of officers to sign such Guaranty or Event of Default resulting from a violation of any of the covenants contained in Section 8.14joinder); and (iv) good standing certificates for such Material Subsidiary from the jurisdiction of its organization and each jurisdiction where the nature of extent of its business requires it to be qualified to do business; (v) a legal opinion of counsel to such Material Subsidiary in form acceptable to Administrative Agent, (vi) evidence of insurance for such Material Subsidiary in the form required by this Agreement. The failure to deliver to Administrative Agent shall have received such written request at least five (5) Business Days Guaranty (or such shorter period as may be acceptable joinder to an existing Guaranty) or, in the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent case of any such request shall constitute a representation Material Subsidiary, any other item required by this Section within the Parent and the Borrower that the conditions time period set forth in this Section will cause an immediate Event of Default. Anything herein to the preceding sentence are or contrary notwithstanding, the to-be-formed entity contemplated in Section 14.1.10 will not be satisfied as of the requested date of release.required to execute a Guaranty even if such entity is a Domestic Subsidiary. 1336346.6

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary Buyer shall be substituted in this Agreement all respects for Seller or any other Loan Documentof its Affiliates (including without limitation the CD Int Subsidiaries), effective as of the Closing, in respect of the following obligations of Seller and any such Affiliate (xcollectively, the "Guaranties") (i) concurrently with all obligations under each of the delivery guaranties, letters of credit, letters of comfort, bid bonds and performance bonds obtained by Seller or any of such Affiliates solely for the benefit of the CD Int Business, which guaranties, letters of credit, letters of comfort, bid bonds and performance bonds are set forth in Exhibit 4.7 and (ii) the portion that is solely for the benefit of the CD Int Business of each Compliance Certificateof the obligations of Seller and any such Affiliate under each of the guaranties, letters of credit, letters of comfort, bid bonds and performance bonds obtained by Seller or any of such Affiliates for the joint benefit of the CD Int Business and any other business units of Seller, provided that Seller will duly and punctually perform the portion of such obligations which are solely for the benefit of Seller's divisions other than the CD Int Business. If Buyer is unable to effect such a substitution with respect to any Person that became a Subsidiary of the Parent owning a direct Guaranties after using its best efforts to do so, Buyer shall indemnify, defend and holder Seller harmless from and against any Damages (as hereafter defined) suffered or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently incurred by Seller with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver respect to the Administrative Agent obligations covered by each of the following: (i) Guaranties for which Buyer does not effect such substitution. As a joinder result of the substitution contemplated by the first sentence of this Section 4.7 and/or the indemnification contemplated by the second sentence hereof, Seller and its Affiliates shall, from and after the Closing, cease to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently have any obligation whatsoever arising from or in connection with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentGuaranties. (b) The Borrower may request On and after the Closing Date, Buyer will use its reasonable efforts to obtain the release of and return to Seller as soon as practicable any and all collateral (other than collateral included in writing that the Administrative Agent releaseAssets) pledged pursuant to any Guaranties. To the extent not reflected on the Final Audited Closing Statement of Net Assets, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required any amounts refunded under any Guarantees relating to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) periods prior to the requested date of release. Delivery by the Borrower Closing Date and any cash collateral deposited prior to the Administrative Agent of any such request Closing Date that is released shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserefunded to Seller.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 12 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The Obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 9.01, 12.02 and 12.06, the Obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Pursuant to the Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or an addendum thereto be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the form attached Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the Subsidiary Guarantyprincipal of or interest on any Obligation when and as the same shall become due, the Parent and the Borrower shall cause whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to execute a Subsidiary Guaranty unconditionally guarantying and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Company to the contrary Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations guaranteed hereby may be accelerated as provided in Article 7 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent Obligations as provided in Article 7, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required for the purposes of this Section. Each Subsidiary Guarantor also agrees to be a party pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Article 12. Each Subsidiary Guarantor (the "Applicable Guarantor") also agrees that, to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such extent any other Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) makes any payment pursuant to its Subsidiary Guaranty, such Applicable Guarantor will be obligated to contribute to such other Indebtedness of Subsidiary Guarantor an amount equal to the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result Applicable Guarantor's pro rata portion of such release, including without limitation, a Default or Event payment based on the respective net assets of Default resulting from a violation all the Subsidiary Guarantors at the time of any of the covenants contained such payment determined in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth accordance with generally accepted accounting principles in the preceding sentence are or will be satisfied as United States of the requested date of releaseAmerica.

Guaranties. Pursuant In order to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, induce the Lenders to enter into this Agreement and any Specified Derivatives Providers to make the full payment and performance of the Obligations. Pursuant Loans to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary GuarantyBorrower hereunder, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of Borrower which is identified on the Administrative Agent signature pages of this Agreement, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.agrees as follows: (a) Notwithstanding anything Each such Subsidiary of Borrower hereby unconditionally (subject to the contrary next paragraph) and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal and interest (including, without limitation, interest which, but for the filing of a petition in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, bankruptcy with respect to any Person Borrower would accrue hereunder) on all Loans made to Borrower, and the full and punctual payment of all other amounts payable by Borrower under this Agreement (including amounts that became a Subsidiary would become due but for the operation of the Parent owning a direct or indirect interest in the Borrower since the date automatic stay under Section 362(a) of the most recent Compliance Certificate or (y) substantially concurrently with United States Bankruptcy Code). Upon failure by Borrower to pay punctually any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch amount, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and each such Subsidiary shall deliver forthwith on demand pay the amount not so paid as if that Subsidiary instead of Borrower were expressed to be the principal obligor. The obligations of each Subsidiary of Borrower under this Section 9 shall be limited to a maximum aggregate amount equal to the Administrative Agent largest amount that would not render its obligations subject to avoidance as a fraudulent transfer or conveyance under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any applicable provisions of comparable state law, in each case after giving effect to all other liabilities of the following: relevant Subsidiary (icontingent or otherwise) that are relevant under those laws. In order to provide for just and equitable contribution among the Subsidiaries of Borrower, each such Subsidiary agrees that if any other Subsidiary makes payments under this Section 9 in an aggregate amount in excess of the net value of the benefits received by such other Subsidiary and its own Subsidiaries from extensions of credit under this Agreement, then the Subsidiary which has made such excess payments shall have a joinder right of contribution against the other Subsidiaries of Borrower for such excess. However, this right of contribution shall be subject to Section 9.1(e) in all respects. Each Subsidiary of Borrower acknowledges that the giving by it of this guarantee is a condition precedent to the Subsidiary Guaranty executed making or maintenance of the Loans to Borrower and also acknowledges that a portion of the proceeds of the Loans may be advanced to it by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesBorrower, and (iii) accordingly the items that would have been delivered under subsections (iii) obligations guaranteed are being incurred for, and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Datewill inure to, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentits benefit. (b) The obligations of each Subsidiary of Borrower may request hereunder shall be unconditional, irrevocable, direct and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by (and, to the fullest extent permitted by law, each such Subsidiary waives its rights in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: connection with): (i) any extension, increase, renewal, settlement, compromise, waiver or release in respect of any obligation of Borrower hereunder, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security (if any) for any obligation of Borrower under this Agreement; (iv) any change in the trust existence, structure or ownership of Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting release or discharge of any obligation of Borrower contained in the Agreement; (v) the existence of any claim, set-off or other rights which such Subsidiary may have at any time against Borrower, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against Borrower for any reason of this Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the principal or interest on any Loan or any other amount payable by Borrower under this Agreement; or (vii) any other act or omission to act or delay of any kind by Borrower, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 9, constitute a legal or equitable discharge of or defense to such Subsidiary's obligations hereunder. (c) Each such Subsidiary's obligations hereunder shall remain in full force and effect until this Agreement shall have terminated and the principal and interest on all Loans and all other amounts payable by Borrower hereunder shall have been paid in full. Each such Subsidiary further agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payments, or any part thereof, of principal of or interest on any obligation of Borrower is rescinded or must otherwise be restored by Agent or any Lender upon the bankruptcy or reorganization of Borrower or otherwise. (d) Each such Subsidiary irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against Borrower or any other Person. (e) Each Subsidiary irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against Borrower with respect to such payment or against any direct or indirect security therefor, or otherwise to be reimbursed, indemnified or exonerated by or for the account of Borrower in respect thereof. (f) Any Subsidiary Guarantor may be released from the guarantee set forth in this Section 9 by a written release executed by Agent on behalf of the Lenders upon Agent's satisfaction that such Subsidiary Guarantor has no remaining assets and is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to dissolved in accordance with clause (iiiv)(y) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in proviso to Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release6.3(a).

Guaranties. Pursuant to the Parent Neither Fleetwood nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty, except (a) Guaranties of the Parent shall unconditionally Guarantee Obligations in favor of the Administrative Agent, ; (b) Repurchase Obligations of Fleetwood incurred in the Lenders ordinary course of business consistent with past practices and any Specified Derivatives Providers customary in the full payment industry; (c) Guaranties existing on the date hereof and performance described on Schedule 7.12 hereto; (d) unsecured Guaranties by Fleetwood and FRC of the Obligations. Pursuant obligations of the Excluded Retail Subsidiaries to the Subsidiary Guaranty or an addendum thereto in the form attached Floor Plan Lenders on terms and conditions satisfactory to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the ObligationsMajority Lenders; provided, however, provided that such Subsidiary Guaranty may Guaranties shall be released and reinstated in accordance with Section 7.9(f); (e) Fleetwood’s unsecured Guaranty of the Trust Securities; (f) Letters of Credit issued for the account of a Borrower to support obligations of Fleetwood and its terms. Subsidiaries for worker’s compensation and similar claims and insurance liabilities; (ag) Notwithstanding anything Guaranties by Fleetwood of the obligations of Finance Co. pursuant to the contrary in this Agreement or any other Loan Document, a Warehouse Financing Line of Credit; provided that (x) concurrently with the delivery aggregate amount of each Compliance Certificate, with respect to such Warehouse Financing Line of Credit shall not exceed $175,000,000 at any Person that became a Subsidiary time; (y) the Flexibility Conditions are satisfied as of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining both before and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause the issuance of such Guaranty; and (iiz) hereofsuch Guaranties shall be released in accordance with Section 7.9(f); (iih) such Subsidiary Guarantor no longer Guarantees endorsements for collection or deposits in the ordinary course of business; (or which Guarantee is being substantially concurrently releasedi) any other Indebtedness Fleetwood’s unsecured guaranty of the ParentFranchisee Obligations pursuant to one or more Franchisee Guaranties, provided that Fleetwood shall give notice of any claim upon any such guaranty (and any payment thereon) if the Borrower amount of any such past or any Subsidiary present claim or claims, in the aggregate, exceeds $5,000,000 for the period commencing on the First Amendment and Restatement Date and ending on the Termination Date; (j) Fleetwood’s unsecured guaranty of up to $1,000,000 of the Borrower owning directly or indirectly any Unencumbered PropertyRCI Obligations, (iii) no Default or Event of Default provided that Fleetwood shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation give notice of any claim by RCI upon such guaranty (and any payment thereon) if the amount of any such past or present claim or claims, in the aggregate, exceeds $500,000 for the period commencing on the First Amendment and Restatement Date and ending on the Termination Date; (k) Fleetwood’s unsecured guaranty of up to $2,500,000 of the covenants contained Texas Landlord Obligations, provided that Fleetwood shall give notice of any claim upon such guaranty (and any payment thereon) if the amount of any such past or present claim or claims, in Section 8.14the aggregate, exceeds $500,000 for the period commencing on the First Amendment and Restatement Date and ending on the Termination Date; (l) Fleetwood’s unsecured guaranty of up to $5,000,000 pursuant to the Xxxxx Fargo Guaranty and Support Agreement, provided that Fleetwood shall give notice of any claim upon such guaranty (and any payment thereon) if the amount of any such past or present claim or claims, in the aggregate, exceeds $500,000 for the period commencing on the First Amendment and Restatement Date and ending on the Termination Date; and (ivm) the Administrative Agent shall have received such written request other Guaranties in an aggregate amount not to exceed $5,000,000 at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth time in the preceding sentence are or will be satisfied as of the requested date of releaseeffect.

Guaranties. Pursuant to (a) Within thirty (30) days after acquiring or establishing any Subsidiary that constitutes a Significant Subsidiary ((x) other than Federal Express Canada Ltd. or FedEx Global Logistics, Inc. and (y) so long as (i) the Parent GuarantyBorrower is and remains in compliance with the requirements of Section 6.19(b) and (ii) such Significant Subsidiary is not a guarantor under the Existing Credit Agreement, any other Significant Subsidiary) upon its acquisition or establishment or the consummation of any transactions contemplated at the time of its establishment, the Parent Borrower shall unconditionally Guarantee in favor of cause such Significant Subsidiary to execute the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant Guaranty pursuant to the Subsidiary Guaranty or an addendum Addendum thereto in the form attached of Annex I to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying deliver documentation similar to that described in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentSection 4.1(a)(iii), (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiaryiv), (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iiiv) and (vvii) relating to the authorization for, execution and delivery of, and validity of Section 5.01(a) if such Subsidiary had been Significant Subsidiary's obligations as a Subsidiary Guarantor on the Closing DateGuarantor, such documentation to be in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The If at any time the Guarantors do not consist of Subsidiaries of the Borrower may request which, in writing that the Administrative Agent releaseaggregate, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: had revenues (idetermined in accordance with GAAP) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under for the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary fiscal year of the Borrower owning directly in excess of 90% of the consolidated revenues (determined in accordance with GAAP) of the Borrower and the Consolidated Subsidiaries for such immediately preceding fiscal year, then the Borrower shall promptly cause one or indirectly any Unencumbered Propertymore additional Subsidiaries each to execute the Guaranty pursuant to an Addendum thereto in the form of Annex I to the Guaranty, and to deliver documentation similar to that described in Section 4.1(a)(iii), (iiiiv), (v) no Default or Event and (vii) relating to the authorization for, execution and delivery of, and validity of Default shall then such Subsidiary's obligations as a Guarantor, such documentation to be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; form and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable substance reasonably satisfactory to the Administrative Agent, so that the aggregate consolidated revenues (determined in accordance with GAAP) prior to of the requested date Guarantors for such fiscal year equal or exceed 90% of release. Delivery by the consolidated revenues (determined in accordance with GAAP) of the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseConsolidated Subsidiaries for such fiscal year.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full (a) The payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent all indebtedness and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary obligations of the Borrower owning directly to Bank shall be guaranteed by all existing or indirectly any Unencumbered Property, the Parent, hereafter acquired or formed Material Subsidiaries of the Borrower (such Material Subsidiaries being referred to herein as “Guarantors”), as evidenced by and such Subsidiary shall deliver subject to the Administrative Agent each terms of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, guaranties in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentBank. (b) The Borrower may request in writing that In the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, event the Borrower or any Subsidiary subsidiary of the Borrower owning directly forms or indirectly acquires any Unencumbered Propertyother Material Subsidiary after the date hereof or if any existing Subsidiary of a Borrower becomes a Material Subsidiary, (iii) no Default such Borrower shall promptly upon such formation, acquisition or Event of Default shall qualification cause such newly formed, acquired or qualified Material Subsidiary to execute a guaranty and other documents as Bank may then be in existence or would occur as a result of such releaserequire to guaranty the Borrower’s indebtedness, including without limitationobligations and liabilities owing to Bank, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that shall also deliver to Bank, or cause such Material Subsidiary to deliver to Bank, at the conditions set forth Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by Bank in connection therewith. Notwithstanding the preceding sentence are or will foregoing, ECM Associated, LLC, a Delaware limited liability company (“ECM”) and each of its wholly owned subsidiaries shall not be satisfied required to become a Guarantor pursuant to the requirements of this Section even if it is a Material Subsidiary if and only so long as Borrower and its Subsidiaries and Affiliates own less than 100% of the requested date voting equity interests in ECM. If at any time ECM or any of releaseits wholly owned subsidiaries is a Material Subsidiary and either Borrower and its Subsidiaries and Affiliates own 100% of the voting equity interests in ECM, then Borrower shall cause ECM and/or each of its wholly owned subsidiaries which is a Material Subsidiary to promptly become a Guarantor pursuant to the terms and conditions of this Section. (c) For purposes hereof:

Guaranties. Pursuant (a) The Company will cause each Domestic Subsidiary that delivers a guarantee, or otherwise incurs a Contingent Obligation, to any Person (other than to another Subsidiary or the Company) in respect of any Material Indebtedness to concurrently execute and deliver to the Parent GuarantyAgent a Guaranty with respect to all Obligations, Rate Management Obligations and Banking Services Obligations, if requested by the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders Agent and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant subject to the Subsidiary Guaranty or an addendum thereto exceptions set forth in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall Section 6.9(e). The Company will cause each Subsidiary Guarantor of any Foreign Subsidiary Borrower, other than Modine Holding GmbH, to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything deliver to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, Agent a Guaranty with respect to any Person that became a Subsidiary of all Obligations, Rate Management Obligations (subject to the Parent owning a direct or indirect interest proviso in the Borrower since the date definition of the most recent Compliance Certificate or (ySecured Obligations) substantially concurrently with any and Banking Services Obligations of such Foreign Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver solely to the Administrative Agent each of the following: extent that (i) a joinder such Subsidiary is legally permitted to the Subsidiary Guaranty executed by such Subsidiarydo so, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantorsis not rendered insolvent by such Guaranty, which identifies the joining and departing entities, and (iii) such Guaranty will not result in a material tax consequence or a default under any other debt agreement of the items that would have been delivered under subsections Company or its Subsidiaries, (iiiiv) the cost of obtaining such Guaranty justifies the benefits to the Lenders from obtaining such Guaranty as determined by the Agent, and (v) of Section 5.01(a) if the Company and the Agent do not otherwise determine to exclude such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentfrom this Guaranty requirement. (b) The Borrower Company will cause each Subsidiary required to deliver a Guaranty hereunder, to also deliver, together with the delivery of such Guaranty, such other documents, opinions and information as the Agent may request in writing require regarding such Subsidiary and the enforceability of such Guaranty. (c) The Lenders acknowledge and agree that the Administrative Agent releasemay discharge and release any Subsidiary from a Guaranty to which it is a party pursuant to the written request of the Company, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: provided that (i) such Subsidiary Guarantor has been, or is not otherwise required to be a party being simultaneously, released and discharged as an obligor and guarantor under and in respect of all Material Indebtedness and the Company so certifies to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); Lenders in a certificate which accompanies such request for release and discharge, (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee Guaranty is being substantially concurrently releasednot required under Section 6.9(a) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, and (iii) at the time of such release and discharge, the Company shall deliver a certificate to the Agent the effect that no Default or Event Unmatured Default exists. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of Default shall then be in existence supplemental or would occur additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as a result consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Guarantor with respect to any liability of such releaseGuarantor as an obligor or guarantor under or in respect of Material Indebtedness, including without limitationunless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Lenders. (e) Notwithstanding the foregoing, the Company shall not be obligated to cause certain Domestic Subsidiaries to deliver the Guaranties required under this Section 6.9 or cause the pledge of the Capital Stock of certain Foreign Subsidiaries to the extent that all such Domestic Subsidiaries that have not delivered the Guaranties required under this Section 6.9 and all such Foreign Subsidiaries (excluding all Foreign Subsidiaries organized under the laws of India or China) that do not have 65% or more of their Capital Stock pledged under Section 2.26(a)(i) would not constitute a Default Significant Subsidiary if considered as one Subsidiary. In making such determination under this Section 6.9(e), the assets or Event of Default resulting from a violation income of any Subsidiary shall be determined using the consolidated assets and income of the covenants contained in Section 8.14; such Subsidiary and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseits subsidiaries.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything The Additional Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuers' obligations under the Securities on the terms and subject to the contrary conditions set forth in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary Article 10 of the Parent owning a direct or indirect interest in the Borrower since the date Indenture and to be bound by all other applicable provisions of the most recent Compliance Certificate or Indenture (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentincluding Article 11). (b) The Borrower may request If, in writing that connection with any payment made under or with respect to the Administrative Agent releaseSubsidiary Guaranty of the Additional Subsidiary Guarantor, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Additional Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection withhold or deduct any amount for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (aincluding penalties, interest and other liabilities related thereto) (after giving effect hereinafter "TAXES") imposed or levied by or on behalf of the government of the United Kingdom or any political subdivision or any authority or agency therein or thereof having power to clause (ii) hereof); (ii) such tax, or within any other jurisdiction in which the Additional Subsidiary Guarantor no longer Guarantees (is organized or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a "RELEVANT TAXING JURISDICTION"), such Additional Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, Guarantor will be required to pay such additional amounts (iii"ADDITIONAL AMOUNTS") no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable necessary so that the net amount received by Holders (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders would have received if such Taxes had not been withheld or deducted; PROVIDED, HOWEVER, that no Additional Amounts will be payable with respect to a payment made to a Holder which is subject to Taxes by reason of its being connected with the Relevant Taxing Jurisdiction (other than by the mere ownership or holding of Securities outside the United Kingdom or the receipt of payments in respect of the Subsidiary Guaranty of the Additional Subsidiary Guarantor). (c) Upon request, the Additional Subsidiary Guarantor shall provide the Trustee with official receipts or other documentation satisfactory to the Administrative Agent) prior to Trustee evidencing the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as payment of the requested date of releaseTaxes with respect to which Additional Amounts are paid.

Guaranties. Pursuant to Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the Parent Guarantyordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity, except (a) any of the Parent shall unconditionally Guarantee foregoing in favor of Bank; (b) guaranties existing on the Administrative Agentdate hereof and set forth on Schedule 5.5 and all such replacements, renewal, extensions, or amendments thereof so long as the amount of such guaranties after such replacement, renewal, extension or amendment shall not exceed the amount of such guaranties which were outstanding immediately prior to such replacement, renewal, extension, or amendment and with respect to the replacement of any guaranties, the Lenders terms and conditions of any Specified Derivatives Providers replacement guaranty are not materially different from the full payment guarantee being replaced; (c) guaranties with respect to customary indemnification and purchase price adjustment obligations incurred in connection with asset acquisitions, leases, and asset dispositions and guaranties of any Borrower or any Borrowers' subsidiaries as a guarantor of a lessee under any lease in which any Borrower or any such subsidiary is the lessee so long as such lease is permitted hereunder; (d) guaranties incurred in the ordinary course of business (i) with respect to surety and appeal bonds and return-of-money bonds and other similar obligations, not exceeding at any time outstanding $250,000 in an aggregate liability; and (ii) with respect to performance of the Obligations. Pursuant bonds; (e) guaranties with respect to indebtedness permitted by Section 5.3; (f) In addition to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. guaranties permitted by clauses (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documentthrough (e) above, (x) concurrently with the delivery of each Compliance Certificate, Borrowers may become and remain liable with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest guaranties not to exceed in the Borrower since aggregate at any one time outstanding $500,000. Any amounts that are included in the date calculation of this clause (f) shall not be included in calculating the most recent Compliance Certificate or guaranties permitted under any other clauses of this Section 5.5 and any amounts that are included shall not be included in calculating guaranties permitted under this clause (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (vf) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent5.5. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant The Parent Guarantor shall cause to be executed and delivered to the Lenders and the Agent Guaranties of certain present and future Domestic Subsidiaries such that as of the date hereof, each date 364 days thereafter and the date five Business Days after the closing of the Omni Acquisition, all such Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary. The Parent Guarantor and the Borrower represent and warrant to the Lenders that, as of the date hereof, all Domestic Subsidiaries of the Parent Guarantor (other Table of Contents than the Borrower and Cintas Corporation No. 3, which is a Guarantor) do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary. The Parent Guarantor may from time to time request that certain Guarantors (other than the Parent Guarantor) be released from their Guaranty (and the Agent is authorized by the Lenders to release such Guarantors from their Guaranty); provided that, as of the date of such release, all Domestic Subsidiaries which are not Guarantors after giving effect to such release do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary and no Default or Unmatured Default shall exist or be caused thereby. In connection with granting any such release, the Agent shall be entitled to rely on a representation by the Parent Guarantor that the conditions to such release are satisfied. Additionally, notwithstanding anything herein to the contrary, the Parent Guarantor shall unconditionally Guarantee in favor of the Administrative Agent, cause to be executed and delivered to the Lenders and the Agent Guaranties of each Subsidiary that is liable at any Specified Derivatives Providers time, whether as a direct borrower, a guarantor or otherwise, under any Indebtedness to finance, directly or indirectly, the full payment Omni Acquisition and performance of any Indebtedness refinancing or replacing such Indebtedness in whole or in part at any time (the Obligations. Pursuant to “Omni Indebtedness”), and that is not the Subsidiary Guaranty Borrower or an addendum thereto in existing Guarantor, with such Guaranties to be delivered simultaneously with such Subsidiary becoming so liable under the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the ObligationsOmni Indebtedness; provided, however, that (a) in the event any such Subsidiary is only liable for a portion of the Omni Indebtedness, the Guaranty may delivered by such Subsidiary shall be released limited to an undivided percentage of the Indebtedness created under this Agreement equal to the proportion that the liability of such Subsidiary in respect of the Omni Indebtedness bears to the entire amount of the Omni Indebtedness and reinstated (b) the foregoing provision shall not limit the right of the Parent Guarantor to request a release from any such Guaranty in the event that such Subsidiary ceases to be obligated in respect of the Omni Indebtedness or the obligations of the Lenders to grant such a release, in each case in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently terms hereof. In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably counsel satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness reasonable opinion of the Parent, the Borrower Agent is necessary or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be advisable in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseconnection therewith.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of all Indebtedness and other obligations of Borrower to Bank hereunder shall be guaranteed jointly and severally by all present and future Material Subsidiaries which guaranties shall be secured by unconditional, continuing pledges and security interests in and to all of the Obligations. Pursuant personal property (other than Intellectual Property) of such Material Subsidiaries (any such Material Subsidiary, together with any other guarantors of the Line of Credit and/or any other Indebtedness of Borrower to Bank from time to time, each a “Guarantor” and collectively, “Guarantors”), as evidenced by and subject to the Subsidiary Guaranty or an addendum thereto terms of guaranties in form and substance satisfactory to Bank (the form attached to the Subsidiary “Guaranty” and together with any security agreements, any other documents, instruments and/or agreements necessary to, and executed in connection with, the Parent Guaranty; all in form and substance reasonably acceptable to Bank, collectively the “Guaranty Documents”). Upon the creation or acquisition of any new Material Subsidiary, Borrower shall cause each and such Material Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor shall: (a) promptly notify Bank of the Administrative Agent creation or acquisition of such Material Subsidiary, (b) take all such action as may be reasonably required by Bank to cause such Material Subsidiary to guarantee the Lenders obligations of Borrower hereunder and any Specified Derivatives Providers the full grant such pledges and security interests in all of its personal property (other than Intellectual Property) to secure payment and performance of such obligations, and (c) take all such action as may be reasonably required by Bank to grant and pledge to Bank a first-priority security interest in the Obligationsstock or other equity interests of, and any indebtedness owing from, such Material Subsidiary. The foregoing shall not apply to a Foreign Subsidiary; provided, however, Borrower shall cause each Material Subsidiary that such directly holds the equity interests of any first-tier Foreign Subsidiary Guaranty may be released and reinstated in accordance with its terms. to deliver to Bank security documents pledging sixty-five percent (a65%) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date total outstanding voting capital stock of the most recent Compliance Certificate or (y) substantially concurrently with any such first-tier Foreign Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed held by such Material Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant (a) In connection with any Mortgage Loan, the TFG Member shall cause the TFG Recourse Party to provide any guaranties or indemnities, including guaranties of non-recourse liability, completion guaranties and environmental indemnities (collectively, “Guaranties”) required under any such Mortgage Loan or other indebtedness of the Venture or any Subsidiary; provided, that the TFG Recourse Party shall only be obligated to provide Guaranties that are reasonably acceptable to the Parent GuarantyTFG Member and the TFG Recourse Party. The Venture shall indemnify, defend and hold harmless the TFG Recourse Party for any liability of the TFG Recourse Party arising under any Guaranty to the extent such liability is not an obligation of the TFG Member, TFG Recourse Party and their Affiliates (the “TFG Parties”) or NorthStar Member, the Parent shall unconditionally Guarantee in favor of NorthStar Recourse Party, and their Affiliates (the Administrative Agent“NorthStar Parties”) under Section 12.02(b) or 12.02(c), respectively. In addition, the Lenders NorthStar Member shall cause the NorthStar Recourse Party to execute and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto deliver a Contribution Agreement substantially in the form of Exhibit I attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute hereto (a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a“Contribution Agreement”) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary Guaranties made by the TFG Recourse Party. Except for any Contribution Agreement, in no event shall the NorthStar Member or any of its Affiliates be required to execute any Guaranty under which the Parent owning a direct NorthStar Member or indirect interest any of its Affiliates has any liability whatsoever in connection with the Borrower since Mortgage Loan(s) or any other financing or refinancing related to the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentVenture, the Borrower Subsidiaries or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request As between the NorthStar Parties, on the one hand, and TFG Parties, on the other hand, the NorthStar Parties shall be solely liable for obligations arising under any Guaranty to the extent such liability is caused by or otherwise attributable to the actions or wrongful omissions of the NorthStar Parties (unless, in each case, a TFG Party specifically and in writing that approved or authorized such action or omission giving rise to liability). No NorthStar Party shall have a right of reimbursement or compensation from the Administrative Agent releaseVenture, any of its Subsidiaries or any Member (or Affiliates thereof) in respect of any obligations arising under this Section 12.02(b), whether by means of a right of subrogation, indemnification or otherwise, nor shall they be entitled to Capital Account credit on account of such payments. (c) As between the NorthStar Parties, on the one hand, and upon receipt of such request TFG Parties, on the Administrative Agent other hand, the TFG Parties shall release, a Subsidiary Guarantor from the be solely liable for obligations arising under any Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under extent such liability is caused by or otherwise attributable to the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (actions or which Guarantee is being substantially concurrently released) any other Indebtedness wrongful omissions of the ParentTFG Parties (including, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default default under any such Guaranty that is personal to the TFG Recourse Party such as a default under net worth or Event of Default resulting from liquidity covenants) unless a violation NorthStar Party specifically and in writing approved or authorized such action or omission giving rise to liability); provided, that, in the case of any so-called “loss” or “indemnity” recourse liability items (as opposed to so-called full “springing recourse” items), the TFG Parties shall not be solely liable for any obligations under this Section 12.02(c) to the extent such liability under a Guaranty was caused by the actions or inactions of a Property level employee of any Manager that is an Affiliate of the covenants contained TFG Member if the hiring and supervision of such employee by the TFG Parties, in Section 8.14; and (iv) the Administrative Agent of itself, did not constitute gross negligence or willful misconduct. No TFG Party or any Affiliate shall have received such written request at least five (5) Business Days a right of reimbursement or compensation from the Venture, any of its Subsidiaries or any Member (or such shorter period as may be acceptable to the Administrative AgentAffiliates thereof) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent in respect of any obligations arising under this Section 12.02(c), whether by means of a right of subrogation, indemnification or otherwise, nor shall they be entitled to Capital Account credit on account of such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasepayments.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under this Indenture and the securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The Obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Administrative Agent, the Lenders and Trustee to any Specified Derivatives Providers the full security held for payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.1(b), 11.2 and 11.6, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. without limiting the generality of the foregoing, the Lenders and Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary in this Agreement Holders or any the Trustee an amount equal to the sum of (i) the unpaid amount of such obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other Loan Documentmonetary Obligations of the Issuers to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, -63- 64 and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys, fees and expenses) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant The Buyer shall use its reasonable best efforts (both before and after the Closing) to obtain: (a) in the case of Item 4 of Section 7.20 of the Seller Disclosure Schedules, an amendment to the Parent contract underlying such guaranty so that the Seller is no longer required to provide a guaranty under such underlying contract and (b) in the case of each of the guaranties set forth on Section 7.20 of the Seller Disclosure Schedules (each, an "Existing KeySpan Guaranty") either, (i) a full and unconditional release of all of the obligations of the Seller under such Existing KeySpan Guaranty, in a form reasonably satisfactory to the Parent shall unconditionally Guarantee Seller, or (ii) a substitute guaranty (or other accommodation) so that the Buyer is substituted in favor place of the Administrative AgentSeller or any of its Affiliates, the Lenders and any Specified Derivatives Providers the full payment and performance as appropriate, of all of the Obligations. Pursuant obligations of the Seller under such Existing KeySpan Guaranty such that the Seller may terminate such Existing KeySpan Guaranty upon notice, without further obligation to the Subsidiary Guaranty Seller (each of (i) or an addendum thereto in (ii), a "KeySpan Release"). In the form attached event the Buyer has not, as of the Closing, obtained a KeySpan Release with respect to the Subsidiary any Existing KeySpan Guaranty, (A) the Parent Buyer shall defend, indemnify and the Borrower shall cause hold harmless each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Seller and its Affiliates (other than the Companies) and their respective Representatives from and against any and all losses, liabilities, damages, obligations, payments, costs, Taxes and expenses (including the Lenders costs and expenses of any Specified Derivatives Providers and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys' fees and reasonable disbursements in connection therewith) incurred by the full payment Seller or any of such Affiliates or their respective Representatives arising out of or relating to such Existing KeySpan Guaranty from and performance after the Closing and (B) the Buyer shall not permit either Company or any of their respective Affiliates to (x) renew or extend the Obligationsterm of, (y) increase the obligations under, or (z) transfer to another third party, any loan, lease, contract or other obligation for which the Seller or any of its Affiliates (other than the Companies) is or would reasonably be expected to be liable under such Existing KeySpan Guaranty; provided, however, that such Subsidiary Guaranty may the Companies shall be released and reinstated in accordance entitled to extend the term of the contract underlying the guaranty listed as Item 1 of Section 7.20 of the Seller Disclosure Schedules on a month-to-month basis for an aggregate extension of up to six (6) months after the Closing Date so long as the Buyer continues to comply with its terms. obligations under this Section 7.20 during such six-month period (a) Notwithstanding anything including the Buyer’s obligation to continue to use its reasonable best efforts after the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, Closing to obtain a KeySpan Release with respect to such Existing KeySpan Guaranty). To the extent that the Seller or any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent its Affiliates (other than the BorrowerCompanies) entering into has performance obligations under any Guarantee of Indebtedness Existing KeySpan Guaranty, the Buyer shall (1) perform such obligations on behalf of the ParentSeller or such Affiliates or (2) otherwise take such action as reasonably requested by the Seller so as to put the Seller or such Affiliates in the same position as if the Buyer, and not the Seller or such Affiliates, had performed or was performing such obligations. For the avoidance of doubt, but subject to the proviso to the second sentence of this Section 7.20, if any KeySpan Release is not obtained by the Buyer, the Borrower Buyer shall cause the Companies or any Subsidiary of its Affiliates, as appropriate, to terminate the underlying contract or agreement related to such Existing KeySpan Guaranty at the end of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt term of such request the Administrative Agent shall releasecontract or agreement without taking into account any extensions or renewals thereof, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor but in no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parentevent later than December 31, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release2008.

Guaranties. Pursuant to As credit support for the Parent GuarantyObligations, on or before the Closing Date, the Parent Westcor Guarantors, the Wilmorite Guarantors and the Affiliate Guarantors shall unconditionally Guarantee in favor of each execute and deliver to the Administrative Agent, for the Lenders and any Specified Derivatives Providers the full payment and performance benefit of the ObligationsLenders, a Subsidiary Guaranty. Pursuant to Upon the acquisition of any Project after the Closing Date by any Borrower Party or Wholly-Owned Subsidiary Guaranty or an addendum thereto thereof, in the form attached event that, at the time of acquisition (i) the principal Property comprising such Project is unencumbered by any Lien in respect of Borrowed Indebtedness (an “Unencumbered Property”), (ii) there is no Financing with respect to such Unencumbered Property within ninety (90) days of its acquisition and (iii) the Subsidiary GuarantySupplemental Guaranty GAV Threshold with respect to such Unencumbered Property has been exceeded, the Parent and the Borrower shall cause such Person, if such Person is not already a Guarantor (each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent “Supplemental Guarantor”), the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. shall: (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower execute and such Subsidiary shall deliver to the Administrative Agent each Agent, for the benefit of the following: (i) Lenders, Issuing Lender, Swing Line Lender and Agents, a joinder to the Subsidiary Guaranty executed in the form of Annex A thereto pursuant to which such Supplemental Guarantor will become a party to the Subsidiary Guaranty and thereby unconditionally guarantee the Obligations from time to time owing to the Lenders, Swing Line Lender, Issuing Lender and Agents and (b) deliver copies of its Organizational Documents, certified by the Secretary or an Assistant Secretary of such SubsidiarySupplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Upon (i) the Disposition of any Affiliate Guarantor or Supplemental Guarantor or (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list Disposition or Financing of all GuarantorsUnencumbered Property owned by such Affiliate Guarantor or Supplemental Guarantor, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from release the Guaranty so long as: (i) guaranty executed by such Subsidiary Guarantor is not otherwise required Person pursuant to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in this Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release4.2.

Guaranties. Pursuant All indebtedness of Borrower to Bank shall be guaranteed jointly and severally by any Subsidiary (as hereinafter defined) organized under the laws of any state or territory of the United States of America, now existing or hereafter formed or acquired, which is required under GAAP to be included in Borrower’s consolidated financial statements, (referred to hereinafter as, individually, a “Domestic Subsidiary,” and collectively as the “Domestic Subsidiaries”) in the principal amount of Thirty Five Million Dollars ($35,000,000) each, as evidenced by and subject to the Parent Guaranty, the Parent shall unconditionally Guarantee terms of guaranties in favor of the Administrative Agent, the Lenders form and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant substance satisfactory to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the ObligationsBank; provided, however, that Bank will not require that the Subsidiaries listed in Schedule 2.1 execute guaranties on the Effective Date or join in the Security Agreement, but Bank reserves the right to require such Subsidiary Guaranty may be released guaranties and reinstated in accordance with its terms. joinder within ten (10) days after any determination by the Bank that (a) Notwithstanding anything to the contrary in this Agreement book value of the assets of Borrower (exclusive of its Subsidiaries), as at the end of the most recently ended fiscal quarter, does not constitute at least ninety percent (90%) of the book value of the assets of Borrower and its Subsidiaries on a consolidated basis, as at the end of the most recently ended fiscal quarter, or any other Loan Document, (xb) concurrently with the delivery of each Compliance Certificate, Consolidated EBITDA (determined solely with respect to any Person that became a Subsidiary Borrower [exclusive of its Subsidiaries]) for the most recently ended four consecutive fiscal quarters does not constitute at least ninety percent (90%) of the Parent owning a direct or indirect interest in the Borrower since the date of Consolidated EBITDA for the most recent Compliance Certificate or (y) substantially concurrently recently ended four consecutive fiscal quarters. If guaranties are required as above provided, then Borrower shall cause such Subsidiaries, as Bank may select, to execute guaranties and joinder agreements, along with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentappropriate authorizing resolutions, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: extent necessary so that (i) the book value of the assets of Borrower (inclusive of those Subsidiaries that execute garnaties and exclusive of those Subsidiaries that do not) constitute at least 90% of the book value of the assets of Borrower and all of its Subsidiaries on a joinder to the Subsidiary Guaranty executed by such Subsidiary, consolidated basis and (ii) concurrently the Consolidated EBITDA (determined solely with the delivery respect to Borrower [inclusive of each Compliance Certificate a comprehensive list those Subsidiaries that execute guaranties and exclusive of all Guarantorsthose Subsidiaries that do not]), which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness constitutes at least 90% of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseConsolidated EBITDA.

Guaranties. Pursuant (a) Upon the terms and subject to the Parent Guarantyconditions set forth in this Section 11.1, Seller Guarantor irrevocably, absolutely and unconditionally guarantees to Buyer the Parent shall unconditionally Guarantee in favor of the Administrative Agentdue, the Lenders prompt and any Specified Derivatives Providers the full punctual payment and performance of all obligations of Seller under this Agreement (such obligations, the “Seller Obligations. Pursuant ”), in accordance with the terms hereof (such guaranty, the “Seller Guaranty”) and a separate action or actions may be brought and prosecuted against the Seller Guarantor to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary enforce this Seller Guaranty, irrespective of whether any action is brought against Seller or any other Person or whether Seller or any other Person is joined in any such action or actions. Buyer agrees that in no event shall Seller Guarantor be required to pay any amount due under, in respect of, or in connection with the Parent and Seller Guaranty, this Agreement or the Borrower shall cause each Subsidiary Guarantor to execute transactions contemplated hereby, other than as expressly set forth herein. The Seller Guaranty constitutes a Subsidiary Guaranty unconditionally guarantying in favor guarantee of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance and not of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentcollection. (b) The Borrower may request in writing that Upon the Administrative Agent release, terms and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required subject to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in this Section 11.1, Buyer Guarantor irrevocably, absolutely and unconditionally guarantees to Seller the preceding sentence are due, prompt and punctual payment and performance of all obligations of Buyer under this Agreement (such obligations, the “Buyer Obligations”), in accordance with the terms hereof (such guaranty, the “Buyer Guaranty”, together with the Seller Guaranty, the “Guaranties”) and a separate action or will actions may be satisfied brought and prosecuted against the Buyer Guarantor to enforce this Buyer Guaranty, irrespective of whether any action is brought against Buyer or any other Person or whether Buyer or any other Person is joined in any such action or actions. Seller agrees that in no event shall Buyer Guarantor be required to pay any amount due under, in respect of, or in connection with the Buyer Guaranty, this Agreement or the transactions contemplated hereby, other than as expressly set forth herein. The Buyer Guaranty constitutes a guarantee of the requested date payment and performance and not of releasecollection.

Guaranties. Pursuant 509265-1946-Active.21307007.121307007.7 (a) During the period prior to the Parent GuarantyAcquisition Closing Date, the Parent Company shall unconditionally Guarantee in favor of execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent, Guaranties of Domestic Subsidiaries such that, at all times during such period, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary (and for purposes of making such determination, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis). (b) On and after the Acquisition Closing Date, within 45 days (or such longer period of time as the Administrative Agent shall agree) after delivery (or date of required delivery) of each set of applicable financial statements pursuant to Sections 6.1(i) and (ii), the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders Guaranties from its present and any Specified Derivatives Providers the full payment future Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and performance Immaterial Subsidiaries) such that all Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and Immaterial Subsidiaries) are Guarantors as of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termsdate. (ac) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and Company shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise counsel reasonably satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the reasonable opinion of the Administrative Agent releaseis necessary or advisable in connection therewith. For the avoidance of doubt, and upon receipt of such request notwithstanding the Administrative Agent shall releaseabove, a Subsidiary Guarantor from the Guaranty for so long as: (i) such Subsidiary Guarantor is not otherwise required to be as a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Company guarantees the Senior Notes, New Senior Unsecured Notes, Existing Loan Agreement or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable Indebtedness for borrowed money subject to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions covenant set forth in the preceding sentence are Section 6.28 (or in each case any refinancing, renewal or replacement thereof), such Subsidiary will be satisfied as of required to guaranty the requested date of releaseObligations.

Guaranties. Pursuant to Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the Parent Guarantyordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of any Borrower as security for, any liabilities or obligations of any other person or entity, except (a) any of the Parent shall unconditionally Guarantee foregoing in favor of Bank; (b) guaranties existing on the Administrative Agentdate hereof and set forth on Schedule 5.5 and all such replacements, renewal, extensions, or amendments thereof so long as the amount of such guaranties after such replacement, renewal, extension or amendment shall not exceed the amount of such guaranties which were outstanding immediately prior to such replacement, renewal, extension, or amendment and with respect to the replacement of any guaranties, the Lenders terms and conditions of any Specified Derivatives Providers replacement guaranty are not materially different from the full payment guarantee being replaced; (c) guaranties with respect to customary indemnification and purchase price adjustment obligations incurred in connection with asset acquisitions, leases, and asset dispositions and guaranties of any Borrower or any Borrowers' subsidiaries as a guarantor of a lessee under any lease in which any Borrower or any such subsidiary is the lessee so long as such lease is permitted hereunder; (d) guaranties incurred in the ordinary course of business (i) with respect to surety and appeal bonds and return-of-money bonds and other similar obligations, not exceeding at any time outstanding $250,000 in an aggregate liability; and (ii) with respect to performance of the Obligations. Pursuant bonds; (e) guaranties with respect to indebtedness permitted by Section 5.3; (f) In addition to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. guaranties permitted by clauses (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documentthrough (e) above, (x) concurrently with the delivery of each Compliance Certificate, Borrowers may become and remain liable with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest guaranties not to exceed in the Borrower since aggregate at any one time outstanding $500,000. Any amounts that are included in the date calculation of this clause (f) shall not be included in calculating the most recent Compliance Certificate or guaranties permitted under any other clauses of this Section 5.5 and any amounts that are included shall not be included in calculating guaranties permitted under this clause (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (vf) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent5.5. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Seller or its Affiliates (other than the Companies) have provided certain guarantees, indemnities and similar obligations relating to Coal Sales Contracts with third parties (each, an “Existing Guaranty”). If and only to the Parent Guarantyextent that there is an Existing Guaranty related to a Coal Sales Contract to be transferred from Seller or its Affiliates (other than the Companies) to Buyer or its Affiliates (including, the Parent shall unconditionally Guarantee in favor if Closing occurs, one of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance Companies) as of the Obligations. Pursuant Closing Date, then Buyer shall cooperate with Seller to cause the Subsidiary release of each such Existing Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause substitution of Buyer and/or an Affiliate of Buyer as the guarantor, indemnitor or responsible party (a “Substitute Guaranty”) under each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor such Coal Sales Contract effective as of the Administrative Agent Closing Date. To the extent that a Substitute Guaranty related to a Coal Sales Contract transferred by Seller or its Affiliates (other than the Companies) to Buyer or its Affiliates (including, the Lenders and any Specified Derivatives Providers the full payment and performance if Closing occurs, one of the Obligations; providedCompanies) is not in effect as of the Closing Date, howeverBuyer shall indemnify and hold harmless Seller or its Affiliates, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificateas applicable, with respect to any Person that became a Subsidiary Liabilities arising out of or relating to any such Existing Guaranty to the Parent owning a direct or indirect interest extent they arise in the Borrower since first instance in connection with the date period following the Closing. Without limiting the foregoing, Buyer shall promptly, and in any event within ten (10) Business Days after receipt by Buyer of the most recent Compliance Certificate Notice from Seller of a Claim for indemnification hereunder, fully indemnify Seller from any Claim or (y) substantially concurrently demand of, or Liability with respect to, any Subsidiary of the Parent Existing Guaranty related to a Coal Sales Contract transferred by Seller or its Affiliates (other than the BorrowerCompanies) entering into any Guarantee of Indebtedness to Buyer or its Affiliates (including, if Closing occurs, one of the Parent, the Borrower or any Subsidiary Companies) that is not in effect as of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request extent they arise in writing that the Administrative Agent releasefirst instance in connection with the period following the Closing, and upon receipt of such request the Administrative Agent indemnification obligation shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required be subject to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions limitations set forth in the preceding sentence are or will be satisfied as of the requested date of releaseSection 8.4.

Guaranties. Pursuant Borrower shall on or before the Effective Date cause to be executed and delivered to Administrative Agent an unconditional guaranty of the Loan Obligations by each Person listed on Exhibit 8 pursuant to a guaranty satisfactory to Lenders. With the exception of the Discontinued Domestic Subsidiaries, the Persons listed on Exhibit 8 constitute all of the Domestic Subsidiaries of Borrower as of the Execution Date. In addition, if any Domestic Subsidiary is acquired, created or organized after the Execution Date, Borrower shall, contemporaneously with the acquisition, creation or organization of such a Subsidiary (but in no event later than 60 days after such acquisition, creation or organization), cause to be executed and delivered by such Subsidiary an unconditional guaranty of the Loan Obligations in substantially the form of an existing Guaranty and containing a joinder to the Parent GuarantyContribution Agreement (or, at the Parent shall unconditionally Guarantee in favor option of the Administrative Agent, a joinder to an existing Guaranty and the Lenders Contribution Agreement), along with, if such Subsidiary is a Material Subsidiary, the following items: (i) the Charter Documents of such Material Subsidiary; (ii) copies of all consents, licenses and any Specified Derivatives Providers approvals required in connection with the full payment execution, performance, and performance enforceability of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto joinder by such Material Subsidiary, (iii) a secretary’s or members’ certificate for such Material Subsidiary (certifying resolutions authorizing the execution, performance and delivery of such Guaranty or joinder, Charter Documents and incumbency of officers to sign such Guaranty or joinder); (iv) good standing certificates for such Material Subsidiary from the jurisdiction of its organization and each jurisdiction where the nature of extent of its business requires it to be qualified to do business; (v) a legal opinion of counsel to such Material Subsidiary in form acceptable to Administrative Agent, (vi) evidence of insurance for such Material Subsidiary in the form attached required by this Agreement. The failure to deliver to Administrative Agent such Guaranty (or joinder to an existing Guaranty) or, in the Subsidiary Guarantycase of any Material Subsidiary, any other item required by this Section within the Parent time period set forth in this Section will cause an immediate Event of Default. Borrower represents and the Borrower shall cause each Subsidiary Guarantor warrants to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary each of the Parent owning a direct or indirect interest in the Borrower since Discontinued Domestic Subsidiaries (i) as of the date of the most recent Compliance Certificate or (y) substantially concurrently with any this Agreement each such Subsidiary of the Parent has no assets (other than the Borrower) entering into any Guarantee of Indebtedness ownership of the Parentcapital securities of another Domestic Subsidiary and assets of a di minimus nature), the Borrower liabilities or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertybusiness operations, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery on or before June 30, 2012, each such Subsidiary will (a) convey all of each Compliance Certificate its assets to a comprehensive list of all Guarantors, which identifies the joining and departing entitiesDomestic Subsidiary that is not a Discontinued Domestic Subsidiary, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasepermanently dissolved.

Guaranties. Pursuant In the event that any entity affiliated with Tenant is formed after the Execution Date which entity conducts business in cannabis industry (each, a "New Guarantor"), Tenant shall promptly cause such New Guarantor to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary execute a Guaranty or an addendum thereto in the form attached hereto as Exhibit D and deliver such executed Guaranty to Landlord. Any failure by Tenant to provide such Guaranty within thirty (30) days following the Subsidiary Guaranty, the Parent formation of such New Guarantor shall be deemed a material default under this Lease. The obligations of each Guarantor shall be joint and the Borrower several and Tenant shall cause each Subsidiary Guarantor to execute and deliver such further documentation as may be reasonably required to confirm such Guarantor's full and unconditional guaranty of Tenant's obligations under this Lease. Notwithstanding anything in this Lease or the applicable Guaranty to the contrary, Landlord agrees to execute a Subsidiary commercially reasonable form of subordination agreement that subordinates Landlord's rights under a Guaranty unconditionally guarantying in favor to an institutional lender’s or third party financing source’s rights with respect to a contemplated financing by the applicable Guarantor, provided that the following conditions are satisfied: 1) the subordination of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance Guaranty is a requirement of the Obligationslender or other third party financing source to provide the financing to the Guarantor; providedand 2) at the time of Landlord's execution of such subordination agreement, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to neither Tenant nor any Guarantor is then in default of its obligations under the contrary in this Agreement Lease or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guaranty; and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that neither Tenant nor any Guarantor has defaulted on its obligations under either the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Lease or any Guaranty so long as: more than two (i2) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under times during the immediately preceding subsection prior six (a6) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasemonth period.

Guaranties. Pursuant to the Parent GuarantyNo Loan Party shall assume, guarantee or endorse, or otherwise become liable in connection with, the Parent shall unconditionally Guarantee in favor obligations of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Person (including any Excluded Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentDormant Subsidiary), (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: except (i) a joinder to endorsement of instruments for deposit or collection or similar transactions in the Subsidiary Guaranty executed by such Subsidiaryordinary course of business, (ii) concurrently with guarantees by any Loan Party of the delivery Indebtedness of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory any other Loan Party to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt extent such Indebtedness of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor other Loan Party is not otherwise required to be a party to the Guaranty permitted under the immediately preceding subsection (a) (after giving effect to clause (ii13(b) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event guaranty by Coachmen of Default shall then be in existence or would occur as Indebtedness of Rarovide, L.L.C. d/b/a result Xxxxxx Motors of such releaseup to One Million and No/100 Dollars ($1,000,000) pursuant to a Commercial Guaranty dated March 12, including without limitation2004, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) risk pool indemnification by Coachmen of Indebtedness of limited recreational vehicle dealers under the Administrative GE Capital Consumer Card Co. Financing Installment Program, (v) risk pool indemnification by certain Subsidiaries of AAH (and the guaranty by AAH thereof) of Indebtedness of limited builders under the Textron Financial Corporation Builder Financing Facility Program; provided that, the maximum liability of the Borrowers under each of items (iv) or (v) during any calendar year shall not exceed Two Million and No/100 Dollars ($2,000,000), and (vi) guaranties by Coachmen of the payment and performance under surety or performance type bonds procured by The Warrior Group with respect to certain construction projects for which The Warrior Group and Coachmen, as contractor or a subcontractor, have agreed to perform work (“Warrior Bonds”); provided that the aggregate principal amount of potential Indebtedness guaranteed by Coachmen in respect of any Warrior Bonds which does not specifically relate to work to be performed by Coachmen and/or its Subsidiaries shall not at any time exceed the sum of (1) Ten Million and No/100 Dollars ($10,000,000) plus (2) the sum of the principal amount of any surety or performance type bonds issued in favor of Coachmen individually upon which the Agent possesses a first priority lien (or issued in favor of Coachmen and Warrior jointly in which event, Coachmen shall have received obtained a first priority security interest in all of Warrior’s rights under such written request at least five (5bonds and assigned such lien to Agent) Business Days (from a bonding company or issuer in the business of providing such shorter period as may be bonds in the ordinary course of its business which is rated not less than B+ by AM Best or which is otherwise reasonably acceptable to Agent which back stop Coachmen’s exposure under its guaranties of the Administrative Agent) prior Warrior Bonds on terms substantially similar, in each case, to the requested date terms of releasethe Warrior Bond to which each respective bond relates (any such bond, a “Back-Stop Bond”). Delivery For purposes of clarity, the parties hereto agree that when measuring the amount of exposure outstanding under Coachmen’s guaranties of the Warrior Bonds, Coachmen shall be entitled to reduce the amount of its guaranty exposure deemed to be outstanding by the Borrower to the Administrative Agent stated value of any such request shall constitute a representation milestone or other distinct stage of construction or production in any bonded contract which has been completed by Warrior and/or its subcontractors and accepted and paid for by the Parent and the Borrower that the conditions set forth contracting party. Coachmen shall provide to Agent, upon Agent’s request, such supporting documents evidencing Coachmen’s calculation of its guaranty liability in the preceding sentence are or will be satisfied respect of Warrior Bonds as of the requested date of releaseAgent may reasonably request from time to time.

Guaranties. Pursuant Not assume, guarantee, endorse or otherwise become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or loan or any portion thereof any funds, assets, goods or services, or otherwise) with respect to the Parent Guarantyobligation of any other person or entity, except: (i) by the Parent endorsement of negotiable instruments for deposit or collection in the ordinary course of business, issuance of letters of credit or similar instruments or documents in the ordinary course of business; (ii) with respect to certain trust preferred obligations of First Mid-Illinois Statutory Trust II, Clover Leaf Statutory Trust I, FBTC Statutory Trust I, Blackhawk Statutory Trust I and Blackhawk Statutory Trust II; and (iii) except as permitted by this Agreement.” Section 9. “Exhibit B - Subsidiaries” shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders be amended and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto replaced in the form attached hereto as Exhibit I to the Subsidiary Guarantythis Amendment. Section 10. The Borrower hereby remakes, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor as of the Administrative Agent date of execution hereof, the Lenders and any Specified Derivatives Providers the full payment and performance all of the Obligations; provided, however, that such Subsidiary Guaranty may be released representations and reinstated warranties set forth in accordance with its terms. Section 5 of the Agreement. The Borrower additionally represents and warrants that: (a) Notwithstanding anything to the contrary in execution and delivery by the Borrower of this Agreement Amendment and the performance by the Borrower of its obligations under this Amendment are within the Borrower’s corporate xxxxxx, xxxx be authorized by all necessary corporate action, have received all necessary governmental approval (if any should be required) and do not and will not contravene or conflict with any other Loan Document, (x) concurrently with the delivery provision of each Compliance Certificate, with respect to any Person that became a Subsidiary law or of the Parent owning a direct charter or indirect interest in the Borrower since the date by-laws of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary subsidiary or of any agreement binding upon the Borrower or any subsidiary; and (b) the representations and warranties set forth in Section 5 of the Agreement and in Section 10(a) of this Amendment shall be true and correct as of the date hereof, and after giving effect to this Amendment, between the Borrower and the Lender, no Event of Default or Unmatured Event of Default under the Agreement has occurred and is continuing under the Agreement. The Borrower shall have provided to the Lender a certificate of a senior executive officer of the Borrower owning directly or indirectly any Unencumbered Propertycertifying the provisions of Section 10(a) of this Amendment, in the Parent, the Borrower and such Subsidiary shall deliver form of Exhibit II attached hereto. Section 11. The effectiveness of this Amendment is subject to the Administrative Agent each conditions precedent that the Lender shall have received all of the following: (i) a joinder to , each duly executed and dated the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Datedate hereof, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that Lender and its counsel, at the Administrative Agent releaseexpense of the Borrower, and upon receipt in such number of such request signed counterparts as the Administrative Agent shall release, Lender may request: a. this Amendment; b. a Subsidiary Guarantor from certificate in the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be form of Exhibit II attached hereto; c. a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness copy of a resolution of the Parent, the Borrower or any Subsidiary Board of Directors of the Borrower owning directly authorizing or indirectly any Unencumbered Propertyratifying the execution, (iii) no Default or Event delivery and performance, respectively, of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any this Amendment and of the covenants contained other documents provided for in this Amendment, certified by the Secretary of the Borrower; and d. such other documents and certificates as the Lender may reasonably request. Section 8.14; 12. This Amendment may be executed in any number of counterparts and (iv) by different parties hereto in separate counterparts, each of which when so executed shall constitute but one and the Administrative Agent same instrument. Section 13. Except as previously amended hereby and except as amended by this Amendment, the Agreement is hereby ratified and confirmed and shall continue in full force and effect. Section 14. This Amendment shall become effective when it shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery been executed by the Borrower and the Lender and thereafter shall be binding upon and inure to the Administrative Agent benefit of any such request shall constitute a representation by the Parent Borrower and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseLender and their respective successors and assigns.

Guaranties. Pursuant (a) Subject to the Parent Guarantyterms and conditions of this Note, the Parent Guarantors hereby, jointly and severally, unconditionally guarantee to the Holder the prompt and complete payment in cash when due of all the Maker’s payment obligations to the Holder under this Note (the “Obligations”). An Event of Default under this Note shall unconditionally Guarantee in favor constitute an event of default under the guaranties of the Administrative AgentGuarantors provided in this Section 5 (the “Guaranties”), and shall entitle the Lenders Holder to accelerate the obligations of the Guarantors hereunder in the same manner and any Specified Derivatives Providers to the full payment and performance of same extent as the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent The Guaranties constitute guarantees of payment when due and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor not of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termscollection. (ab) Notwithstanding anything Anything herein to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in this Agreement no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent transfers or conveyances or to the insolvency of debtors (after giving effect to any right of contribution from the other Guarantor). (c) The Guarantors shall not exercise any rights which they may acquire by way of subrogation to the rights of the Holder hereunder until all the Obligations shall have been paid in full in cash. Subject to the foregoing, upon payment of all the Obligations, the Guarantors shall be subrogated to the rights of the Holder against the Maker, and the Holder agrees to take such steps as the Guarantors may reasonably request to implement such subrogation. (d) To the maximum extent permitted by applicable law, the Guarantors understand and agree that the Guaranties shall be construed as continuing, complete, absolute, and unconditional guarantees of payment without regard to, and each Guarantor hereby waives any defense of a surety or guarantor or any other Loan Documentobligor on any obligations arising in connection with or in respect of, (x) concurrently with the delivery of each Compliance Certificateand hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder any defense, setoff, or counterclaim (other than the defense of payment or performance in full) which may at any time be available to or be asserted by the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with Maker against the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof)Holder; (ii) such Subsidiary Guarantor no longer Guarantees (the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution, or which Guarantee is being substantially concurrently released) any other Indebtedness lack of power of the Parent, the Borrower Maker or any Subsidiary of the Borrower owning directly other Guarantors, or indirectly any Unencumbered Propertysale, lease, or transfer of any or all of the assets of the Maker or any of the other Guarantors, or any change in the shareholders or other equity owners of the Maker or any of the other Guarantors; (iii) no Default any change in the corporate or Event of Default shall then be in existence other existence, structure, or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation ownership of any of the covenants contained in Section 8.14other Obligor; and (iv) the Administrative Agent absence of any attempt to collect the Obligations or any part of them from any other Obligor; or (v) any other circumstance or act which constitutes, or might be construed to constitute, an equitable or legal discharge of the Maker for the Obligations, or of such Guarantor under its Guaranty, in bankruptcy or in any other instance (other than the defense of payment or performance in full). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against either Guarantor, the Holder may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have received such written request at least five (5) Business Days (against the Maker or such shorter period as may be acceptable to any of the Administrative Agent) prior to the requested date of release. Delivery other Guarantors, and any failure by the Borrower Holder to make any such demand, to pursue such other rights or remedies, or to collect any payments from the Administrative Agent Maker or any of the other Guarantors, or any release of the Maker or any of the other Guarantors, shall not relieve such Guarantor of any such request obligation or liability hereunder, and shall constitute not impair or affect the rights and remedies, whether express, implied, or available as a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as matter of law, of the requested date of releaseMaker against such Guarantor.

Guaranties. Pursuant As credit support for the Aggregate Obligations, on or before the Closing Date (1) MAC shall execute and deliver to the Parent Collateral Agent, for the benefit of the Benefited Creditors, the REIT Guaranty, and (2) the Parent Affiliate Guarantors shall unconditionally Guarantee in favor each execute and deliver to the Collateral Agent, for the benefit of the Administrative Benefited Creditors, an Affiliate Guaranty. Upon the acquisition of any Project after the Closing Date by any Borrower Party or Wholly-Owned Subsidiary thereof, in the event at the time of acquisition the principal Property comprising such Project is unencumbered by any Lien in respect of borrowed indebtedness (an "Unencumbered Property"), and there is no Financing with respect to such Unencumbered Property within sixty (60) days of its acquisition, if the Interim Facility has not been paid in full, or within ninety (90) days of its acquisition, if the Interim Facility has been repaid in full, such Person (each a "Supplemental Guarantor") shall: (a) execute and deliver to the Collateral Agent, for the Lenders and any Specified Derivatives Providers the full payment and performance benefit of the Obligations. Pursuant to the Subsidiary Benefited Creditors, a Guaranty or an addendum thereto in the form attached of Exhibit A hereto pursuant to which such Supplemental Guarantor will unconditionally guarantee the Aggregate Obligations from time to time owing to the Subsidiary GuarantyBenefited Creditors, (b) execute and deliver, or cause to be executed and delivered, to the Collateral Agent such other documents or legal opinions required by the Collateral Agent confirming the authorization, execution and delivery and enforceability (subject to customary exceptions) of the Guaranty by such Supplemental Guarantor, and (c) deliver copies of its Organizational Documents, certified by the Secretary or an Assistant Secretary of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Upon the Disposition or Financing of any Unencumbered Property by any Affiliate Guarantor or Supplemental Guarantor and the corresponding payment of all sums due pursuant to Section 3.3 hereof and Section 3.3 of the Interim Facility Credit Agreement in connection with such Disposition, the Parent and Collateral Agent shall release the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Person pursuant to this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent4.1. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of the Obligations. Pursuant Obligations shall be guaranteed by each Guarantor pursuant to the Subsidiary Guaranty or an addendum thereto Guaranties, each of which shall be in the form attached of Exhibit B hereto. The Borrower may, and in accordance with §6.13, shall, cause additional Subsidiaries of the Borrower to become Guarantors hereunder by causing such Subsidiary or Subsidiaries to agree to be bound by the Subsidiary provisions of the Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute and deliver a Subsidiary Guaranty unconditionally guarantying in favor of Joinder Agreement and to deliver such legal opinions and other documents and instruments as the Administrative Agent may request. The Administrative Agent shall, upon the written request of the Borrower and at the cost and expense of the Borrower, release any Guarantor from its obligations to the Administrative Agent and the Lenders and any Specified Derivatives Providers under the full payment and performance of the Obligations; provided, however, that Guaranty to which such Subsidiary Guaranty may be released and reinstated Guarantor is a party in accordance connection with its terms. (a) Notwithstanding anything to any sale of all the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery Capital Stock of each Compliance Certificate, with respect such Guarantor to any Person that became (other than the Borrower or a Subsidiary of the Parent owning Borrower) or (b) the conveyance or transfer of such Guarantor’s property and assets substantially as an entirety or the merger of such Guarantor with or into any person that, after giving effect to the transaction, is not a direct or indirect interest in the Borrower since the date Subsidiary of the most recent Compliance Certificate Borrower, in each case, to the extent such transaction is permitted by the Credit Agreement. In addition, each Guarantor shall be automatically released from its obligations under the Guaranty if (i) such Guarantor is not then a guarantor of any of the Borrower’s then outstanding publicly issued debt securities having a principal amount in excess of $100,000,000 (or (y) its guarantee thereof is to be released substantially concurrently with any Subsidiary or, upon compliance with provisions of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentinstruments governing such securities that shall be satisfied, promptly after, the Borrower or any Subsidiary release of its obligations under the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such SubsidiaryGuaranty), (ii) such Guarantor is not then a guarantor of any other then existing credit facility of the Borrower having a principal amount or committed amount in excess of $100,000,000 (or its guarantee thereof is to be released substantially concurrently with the delivery or, upon compliance with provisions of each Compliance Certificate a comprehensive list such facility that shall be satisfied, promptly after, the release of all Guarantorsits obligations under the Guaranty), which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be then a party to the Guaranty guarantor of any then outstanding commercial paper issued under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary commercial paper program of the Borrower owning directly having a principal amount in excess of $100,000,000 (or indirectly any Unencumbered Propertyits guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of such program that shall be satisfied, promptly after, the release of its obligations under the Guaranty), (iiiiv) no Default or Event of Default shall then have occurred and be in existence continuing, or would occur as a result thereof, on the date of such release and (v) the Borrower shall have provided to the Administrative Agent notice of such release, including without limitation, a Default or Event of Default resulting from a violation of any . Upon the written request of the covenants contained in Section 8.14; and (iv) Borrower, the Administrative Agent shall have received execute any documents reasonably required in order to acknowledge the release of such written request at least five (5) Business Days (or such shorter period as may be acceptable Guarantor from its obligations under the Guaranty. The Borrower shall deliver to the Administrative Agent) prior to Lenders an updated Schedule 2 upon the requested date of release. Delivery by the Borrower to the Administrative Agent release or addition of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth Guarantor as provided in the preceding sentence are or will be satisfied as of the requested date of releasethis §4.14.

Guaranties. Pursuant In the event that after the Applicable Closing Date COP or any Affiliate thereof (other than Company or its Subsidiaries) or Company or any Affiliate thereof (other than Canadian Holding Company and the Canadian Assets Subsidiaries) remains liable under or for any of the guarantees (whether of payment or performance), letters of credit or other undertakings it has delivered prior to the Parent GuarantyApplicable Closing Date to others for the benefit of the Empress System Business or the Canadian Assets Business, as applicable and that are described on Schedule 7.12 of the COP Disclosure Schedule or Schedule 7.12 of the Company Disclosure Schedule, as applicable (collectively, the Parent shall unconditionally Guarantee in favor of the Administrative Agent“Undertakings”), the Lenders Applicable Transferee agrees to indemnify and hold harmless the Applicable Transferor or such Affiliate thereof from any Specified Derivatives Providers cost, expense or loss (including reasonable attorneys’ fees) incurred by the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty Applicable Transferor or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement Affiliate thereof arising directly or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, indirectly therefrom with respect to any Person that became post-Applicable Closing periods except insofar as such cost, expense or loss constitutes or arises from a Subsidiary matter with respect to which the Applicable Transferee is entitled to indemnification hereunder. Any reasonable out-of-pocket expense incurred by the Applicable Transferor with respect to maintaining such support for periods after the Applicable Closing Date shall be reimbursed to the Applicable Transferor by the Applicable Transferee. Each Applicable Transferee shall use its reasonable efforts (including an offer of a substitute guarantee, letter of credit or undertaking) to cause or procure the release, within six months of the Parent owning a direct Applicable Closing Date, of all liabilities or indirect interest in the Borrower since the date obligations of the most recent Compliance Certificate each Applicable Transferor or (y) substantially concurrently with any Subsidiary of the Parent Affiliate thereof (other than the BorrowerApplicable Transferee or its Subsidiaries) entering into any Guarantee of Indebtedness with respect to the Undertakings designated as “Release Undertakings” on Schedule 7.12 of the Parent, the Borrower COP Disclosure Schedule or any Subsidiary Schedule 7.12 of the Borrower owning directly or indirectly any Unencumbered PropertyCompany Disclosure Schedule, the Parentas applicable, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (liabilities or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as obligations of the requested date of releaseEmpress System Business or the Canadian Assets Business, as applicable, for post-Closing periods.

Guaranties. Pursuant (a) Members of Seller Group have provided or secured certain guaranties, letters of credit, performance bonds, surety bonds, indemnities and similar obligations with respect to the Parent Business, as set forth on Schedule 5.7 (each, an “Existing Guaranty”). On or as soon as reasonably practicable after the date hereof but prior to the Closing Date, Buyer shall cooperate with Seller to use commercially reasonable efforts to cause the release of Seller Group, its Affiliates, and any third party issuer of any Existing Guaranty, from each Existing Guaranty, as applicable, and the Parent shall unconditionally Guarantee in favor substitution of a similar obligation of Buyer, an Affiliate of Buyer or a third party as the guarantor, indemnitor or responsible party (each, a “Substitute Guaranty”) under each Existing Guaranty, which Substitute Guaranties will be effective as of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the ObligationsClosing Date; provided, however, that such Subsidiary if any Existing Guaranty may be is not released and reinstated in accordance with its terms. (a) Notwithstanding anything prior to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form Buyer shall use commercially reasonable efforts to cause the Existing Guaranty to be replaced by a Substitute Guaranty, or shall use commercially reasonable efforts to cause the Existing Guaranty to be released, cancelled or discharged, or otherwise use commercially reasonable efforts to cause any Liability of any member of Seller Group and substance substantially consistent with such items delivered on any third party issuer under any Existing Guaranty to be released as promptly as practicable after the Closing Date or otherwise reasonably satisfactory to Date, and in no event later than 30 days after the Administrative AgentClosing Date. In the case of Existing Guaranties in the form of letters of credit, a Substitute Guaranty shall include the posting of cash collateral supporting such existing letter of credit until Buyer replaces such letter of credit. (b) The Borrower may request in writing that Without limiting the Administrative Agent releaseforegoing, if any Existing Guaranty remains outstanding and upon not fully released as of the Closing Date, Buyer shall perform, pay and discharge all obligations under such Existing Guaranty within two Business Days after receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation notice of any of the covenants contained such obligation until such time as it is released (other than any payment which was due and fully payable in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) all respects under an Existing Guaranty prior to the requested date Closing Date) and Buyer shall indemnify and hold harmless Seller Group, its Affiliates and any third party issuer of releaseany Existing Guaranty with respect to all Damages arising out of or relating to any such Existing Guaranty, including any failure of Buyer to perform, pay and discharge all obligations under such Existing Guaranty, with respect to claims arising from the conduct of the Business after Closing. Delivery No member of Seller Group shall be under any obligation to extend or renew any Existing Guaranty that expires by its terms, nor to agree with any beneficiary of an Existing Guaranty to any amendment, waiver, or assignment thereof, in each case, other than in connection with the Borrower substitution thereof with a Substitute Guaranty after the Closing. (c) From and after the Closing, Buyer shall, and shall cause its Subsidiaries to, indemnify, defend and hold harmless, the Seller Group against any Damages incurred following the Closing in connection with any Existing Guaranty, to the Administrative Agent extent not replaced by a Substitute Guaranty prior to the incurrence of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseDamages.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Lender and to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders Agent and any Specified Derivatives Providers its successors and assigns the full and punctual payment and performance of the Obligations (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Pursuant Each Subsidiary Guarantor further agrees that, to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guarantyextent permitted by Applicable Law, the Parent Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 12 notwithstanding any extension or renewal of any Obligation. To the Borrower shall cause extent permitted by Applicable Law, each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. To the extent permitted by Applicable Law, each Subsidiary Guarantor waives notice of any default under the Term Loans or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (iv1) the Administrative failure of any Lender or the Agent shall have received such written request at least five to assert any claim or demand or to enforce any right or remedy against Borrower or any other Person (including any Subsidiary Guarantor) under this Agreement, the Term Loans or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes or any other agreement; (4) the release of any security held by any Lender or the Agent for the Guaranteed Obligations or any of them; (5) Business Days the failure of any Lender or the Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 4.18, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and to the extent permitted by Applicable Law, waives any right to require that any resort be had by any Lender or the Agent to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 12.02 and 12.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise (other than payment in full). Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Lender or the Agent to assert any claim or demand or to enforce any remedy under this Agreement, the Term Loans or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such shorter period Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be acceptable and to the Administrative extent of, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by any Lender or the Agent upon the bankruptcy or reorganization of Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Lender or the Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of Borrower to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Agent) prior , forthwith pay, or cause to be paid, in cash, to the requested date Lenders and/or the Agent an amount equal to the sum of release. Delivery (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by the law) and (C) all other monetary Guaranteed Obligations of Borrower to the Administrative Agent Lenders and the Agent. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Lenders and the Agent, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such request Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall constitute a representation forthwith become due and payable by such Subsidiary Guarantor for the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as purposes of the requested date of releasethis Article.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of all Indebtedness and other obligations of Borrower to Bank hereunder shall be guaranteed jointly and severally by all present and future Material Subsidiaries which guaranties shall be secured by unconditional, continuing pledges and security interests in and to all of the Obligations. Pursuant assets and properties of such Material Subsidiaries (any such Material Subsidiary, together with any other guarantors of the Line of Credit and/or any other Indebtedness of Borrower to Bank from time to time, each a “Guarantor” and collectively, “Guarantors”), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank (the “Guaranty”). Upon the creation or acquisition of any new Material Subsidiary Guaranty or an addendum thereto in the form attached to the of any Subsidiary Guarantybecoming a Material Subsidiary, the Parent Borrower and the Borrower shall cause each such Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor shall: (a) promptly notify Bank of the Administrative Agent creation or acquisition of such Material Subsidiary, (b) take all such action as may be reasonably required by Bank to cause such Material Subsidiary to guarantee the Lenders obligations of Borrower hereunder and any Specified Derivatives Providers the full grant such pledges and security interests in all of its properties and assets to secure payment and performance of the Obligations; providedsuch obligations, however, that and (c) take all such Subsidiary Guaranty action as may be released reasonably required by Bank to grant and reinstated pledge to Bank a first-priority security interest in accordance with its terms. (a) the stock or other equity interests of, and any indebtedness owing from, such Material Subsidiary. Notwithstanding anything to the contrary contained herein, in this Agreement the event that Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a Guaranty by a Foreign Subsidiary or pledge of more than sixty five percent (65%) of the Shares of a Foreign Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code (i) no Foreign Subsidiary shall be required to provide a Guaranty and (ii) Borrower shall not be required to pledge more than sixty five percent (65%) of the of the total combined voting power of all classes of stock entitled to vote the shares of capital stock of any other Loan Documentsuch Foreign Subsidiary. As used herein, (x) concurrently with the delivery of each Compliance Certificate“Subsidiary” is, with respect as to any Person that became person or entity, a Subsidiary corporation, partnership, limited liability company or other entity of the Parent owning a direct which shares of stock or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent other ownership interests having ordinary voting power (other than the Borrower) entering into any Guarantee of Indebtedness stock or such other ownership interests having such power only by reason of the Parent, the Borrower or any Subsidiary happening of a contingency) to elect a majority of the Borrower owning board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly any Unencumbered Propertythrough one or more intermediaries, the Parentor both, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date person or otherwise reasonably satisfactory to the Administrative Agententity. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant (a) Buyer Parent hereby unconditionally and absolutely guarantees to Seller Parent and Sellers the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders prompt and any Specified Derivatives Providers the full payment and performance of all covenants, agreements and other obligations of Buyers under this Agreement and the ObligationsAncillary Agreements, including payment of the Purchase Price and all of Buyers' indemnification obligations pursuant to ARTICLE XI. Pursuant The foregoing guaranty shall be direct, absolute, irrevocable and unconditional and shall not be impaired irrespective of any modification, release, supplement, extension or other change in the terms of all or any of the obligations of Buyers under this Agreement or the Ancillary Agreements or for any other reason whatsoever. Buyer Parent hereby waives any requirement of promptness, diligence or notice with respect to the Subsidiary Guaranty foregoing guaranty and any requirement that the Seller Parent or an addendum thereto Sellers exhaust any right or take any action against Buyers in the form attached respect of any of their obligations hereunder. (b) Capital hereby unconditionally and absolutely guarantees to the Subsidiary Guaranty, the Seller Parent and Sellers the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders prompt and any Specified Derivatives Providers the full payment and performance of the Obligations; providedall covenants, however, that such Subsidiary Guaranty may be released agreements and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in other obligations of Buyer Parent and Buyers under this Agreement or any other Loan Documentand the Ancillary Agreements, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary including payment of the Parent owning a direct or indirect interest in the Borrower since the date Purchase Price and all of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentBuyers' indemnification obligations pursuant to ARTICLE XI. The foregoing guaranty shall be direct, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyabsolute, the Parentirrevocable and unconditional and, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur except as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the immediately preceding sentence are sentence, shall not be impaired irrespective of any modification, release, supplement, extension or will be satisfied as other change in the terms of all or any of the requested date obligations of Buyer Parent or Buyers under this Agreement or the Ancillary Agreements or for any other reason whatsoever. Capital hereby waives any requirement of promptness, diligence or notice with respect to the foregoing guaranty and any requirement that the Seller Parent or Sellers exhaust any right or take any action against Buyer Parent or Buyers in respect of any of its obligations hereunder. (c) Seller Parent hereby unconditionally and absolutely guarantees to Buyer Parent and Buyers the prompt and full payment and performance of all covenants, agreements and other obligations of Sellers under this Agreement and the Ancillary Agreements, including payment of any adjustment to the Purchase Price pursuant to ARTICLE II and all of Sellers' indemnification obligations pursuant to ARTICLE XI. The foregoing guaranty shall be direct, absolute, irrevocable and unconditional and shall not be impaired irrespective of any modification, release, supplement, extension or other change in the terms of all or any of the obligations of Sellers under this Agreement or the Ancillary Agreements or for any other reason whatsoever. Seller Parent hereby waives any requirement of promptness, diligence or notice with respect to the foregoing guaranty and any requirement that Buyer Parent or Buyers exhaust any right or take any action against Sellers in respect of any of their obligations hereunder.

Guaranties. Pursuant to (a) Within thirty (30) days after acquiring or establishing any Subsidiary that constitutes a Significant Subsidiary (other than Federal Express Canada Ltd. or Federal Express (Hong Kong) Limited) upon its acquisition or establishment or the Parent Guarantyconsummation of any transactions contemplated at the time of its establishment, the Parent Borrower shall unconditionally Guarantee in favor of cause such Significant Subsidiary to execute the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant Guaranty pursuant to the Subsidiary Guaranty or an addendum Addendum thereto in the form attached of Annex I to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying deliver documentation similar to that described in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentSection 4.1(a)(iii), (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiaryiv), (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iiiv) and (vvii) relating to the authorization for, execution and delivery of, and validity of Section 5.01(a) if such Subsidiary had been Significant Subsidiary's obligations as a Subsidiary Guarantor on the Closing DateGuarantor, such documentation to be in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Paying Agent. (b) The If at any time the Guarantors do not consist of Subsidiaries of the Borrower may request which, in writing that the Administrative Agent releaseaggregate, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: had revenues (idetermined in accordance with GAAP) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under for the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary fiscal year of the Borrower owning directly in excess of 90% of the consolidated revenues (determined in accordance with GAAP) of the Borrower and the Consolidated Subsidiaries for such immediately preceding fiscal year, then the Borrower shall promptly cause one or indirectly any Unencumbered Propertymore additional Subsidiaries each to execute the Guaranty pursuant to an Addendum thereto in the form of Annex I to the Guaranty, and to deliver documentation similar to that described in Section 4.1(a)(iii), (iiiiv), (v) no Default or Event and (vii) relating to the authorization for, execution and delivery of, and validity of Default shall then such Subsidiary's obligations as a Guarantor, such documentation to be in existence or would occur as a result of such releaseform and substance reasonably satisfactory to the Paying Agent, including without limitation, a Default or Event of Default resulting from a violation of any so that the aggregate consolidated revenues (determined in accordance with GAAP) of the covenants contained Guarantors for such fiscal year equal or exceed 90% of the consolidated revenues (determined in Section 8.14; and (ivaccordance with GAAP) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseConsolidated Subsidiaries for such fiscal year.

Guaranties. Pursuant (i) With respect to each Significant Foreign Subsidiary listed on Schedule 7.16(b)(ii) hereto, within 270 days of the Restatement Date (or such longer time period as Agent may consent to), and provided that each such Significant Foreign Subsidiary so listed remains a Significant Foreign Subsidiary on the applicable execution date, execute and deliver or cause to be executed, and delivered to Agent a Joinder Agreement to the Parent Foreign Guaranty whereby such Significant Foreign Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty; (ii) With respect to each Significant Foreign Subsidiary on the Restatement Date which has previously executed and delivered a Joinder Agreement to the Foreign Guaranty, the Parent shall unconditionally Guarantee in favor within 270 days of the Administrative AgentRestatement Date (or such longer time period as Agent may consent to), and provided that each such Significant Foreign Subsidiary remains a Significant Foreign Subsidiary on the Lenders applicable execution date, execute and any Specified Derivatives Providers deliver or cause to be executed and delivered to Agent such reaffirmations, amendments and/or amendments and restatements which may be reasonably necessary to ensure the full payment continuing validity and performance enforceability of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent such Joinder Agreement and the Borrower shall cause Foreign Guaranty; (iii) With respect to each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. Person (a) Notwithstanding anything which becomes a Significant Foreign Subsidiary subsequent to the contrary in this Agreement Restatement Date, within 270 days (or such longer period of time as Agent may consent to) of the date such Person becomes a Significant Foreign Subsidiary or (b) which has executed and delivered the Foreign Guaranty (or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary Guaranty of the Parent owning a direct Indebtedness), where its obligations under the Foreign Guaranty have been released in order to effectuate any reorganization, merger or indirect interest in the Borrower since transfer of Equity Interests otherwise permitted under this Agreement, within 270 days (or such longer period of time as Agent may consent to) of the date of the most recent Compliance Certificate or release of its obligations, in each case, Company shall cause such Significant Foreign Subsidiary to execute and deliver to Agent a Joinder Agreement whereby such Significant Foreign Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty provided that each such Significant Foreign Subsidiary remains a Significant Foreign Subsidiary on the applicable execution date; (yiv) substantially concurrently with any With respect to each Person which becomes a Significant Domestic Subsidiary subsequent to the Restatement Date, within thirty days of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentdate such Person becomes a Significant Domestic Subsidiary, the Borrower or any cause such new Significant Domestic Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower to execute and such Subsidiary shall deliver to Agent a Joinder Agreement whereby such Significant Domestic Subsidiary becomes obligated as a Guarantor under the Administrative Agent Domestic Guaranty and provided that each of such Significant Domestic Subsidiary remains a Significant Domestic Subsidiary on the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and applicable execution date; and (v) With respect to the Significant Foreign Subsidiaries listed on Schedule 7.16(b)(v), Lenders hereby waive any obligation of Company otherwise set forth in this Agreement to execute and deliver, or cause to be executed and delivered to Agent any Guaranty. All Loan Documents delivered pursuant to this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on shall be in form satisfactory to Agent and the Closing DateRequired Lenders, in form and substance substantially consistent their reasonable discretion, together with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such releasesupporting documentation, including without limitationlimitation financing statements, a Default acknowledgments, stock powers, registrations and like documents, corporate authority items, certificates and opinions of counsel, as reasonably required by Agent and the Required Lenders and Company shall take, or Event cause to be taken, such steps as are necessary or advisable under applicable law to perfect the Liens granted under clause (a). Execution and delivery of Default resulting from a violation Pledge Agreements, Guaranties and Joinder Agreements specified by this Section 7.16 shall only be required to the extent such Liens, Guaranties and Joinder Agreements are enforceable under applicable local law, as determined in Agent’s reasonable discretion. If execution and delivery of any of the covenants contained Pledge Agreements, Guaranties and Joinder Agreements specified by this Section 7.16 cannot, in Section 8.14; Agent’s determination, be obtained with the exercise of commercially reasonable efforts by Company and (iv) the Administrative any applicable Subsidiary, Agent shall have received may, in its sole discretion, waive delivery of such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent Pledge Agreements, Guaranties and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseJoinder Agreements.

Guaranties. Pursuant As credit support for the Aggregate Obligations, on or before the Closing Date (1) MAC shall execute and deliver to the Parent Collateral Agent, for the benefit of the Benefited Creditors, the REIT Guaranty, and (2) the Parent Affiliate Guarantors shall unconditionally Guarantee in favor each execute and deliver to the Collateral Agent, for the benefit of the Administrative Benefited Creditors, an Affiliate Guaranty. Upon the acquisition of any Project after the Closing Date by any Borrower Party or Wholly-Owned Subsidiary thereof, in the event at the time of acquisition the principal Property comprising such Project is unencumbered by any Lien in respect of borrowed indebtedness (an "Unencumbered Property"), and there is no Financing with respect to such Unencumbered Property within sixty (60) days of its acquisition, such Person (each a "Supplemental Guarantor") shall: (a) execute and deliver to the Collateral Agent, for the Lenders and any Specified Derivatives Providers the full payment and performance benefit of the Obligations. Pursuant to the Subsidiary Benefited Creditors, a Guaranty or an addendum thereto in the form attached of Exhibit A hereto pursuant to which such Supplemental Guarantor will unconditionally guarantee the Aggregate Obligations from time to time owing to the Subsidiary GuarantyBenefited Creditors, (b) execute and deliver, or cause to be executed and delivered, to the Collateral Agent such other documents or legal opinions required by the Collateral Agent confirming the authorization, execution and delivery and enforceability (subject to customary exceptions) of the Guaranty by such Supplemental Guarantor, and (c) deliver copies of its Organizational Documents, certified by the Secretary or an Assistant Secretary of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Upon the Disposition or Financing of any Unencumbered Property by any Affiliate Guarantor or Supplemental Guarantor and the corresponding payment of all sums due pursuant to Section 3.3 hereof and Section 3.3 of the Term Loan Credit Agreement in connection with such Disposition, the Parent and Collateral Agent shall release the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Person pursuant to this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent4.1. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of all Indebtedness and other obligations of Borrower to Bank hereunder shall be guaranteed jointly and severally by all present and future Material Subsidiaries which guaranties shall be secured by unconditional, continuing pledges and security interests in and to all of the Obligations. Pursuant assets and properties of such Material Subsidiaries (any such Material Subsidiary, together with any other guarantors of the Line of Credit, the Equipment Term Commitment and/or any other Indebtedness of Borrower to Bank from time to time, each a “Guarantor” and collectively, “Guarantors”), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank (the “Guaranty”). Upon the creation or acquisition of any new Material Subsidiary Guaranty or an addendum thereto in the form attached to the of any Subsidiary Guarantybecoming a Material Subsidiary, the Parent Borrower and the Borrower shall cause each such Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor shall: (a) promptly notify Bank of the Administrative Agent creation or acquisition of such Material Subsidiary, (b) take all such action as may be reasonably required by Bank to cause such Material Subsidiary to guarantee the Lenders obligations of Borrower hereunder and any Specified Derivatives Providers the full grant such pledges and security interests in all of its properties and assets to secure payment and performance of the Obligations; providedsuch obligations, however, that and (c) take all such Subsidiary Guaranty action as may be released reasonably required by Bank to grant and reinstated pledge to Bank a first-priority security interest in accordance with its terms. (a) the stock or other equity interests of, and any indebtedness owing from, such Material Subsidiary. Notwithstanding anything to the contrary in this Agreement or any other Loan Documentcontained herein, (xi) concurrently with no Foreign Subsidiary shall be required to provide a Guaranty and (ii) Borrower shall not be required to pledge more than sixty five percent (65%) of the delivery of each Compliance Certificatethe total combined voting power of all classes of stock entitled to vote the shares of capital stock of any such Foreign Subsidiary. As used herein, with respect “Subsidiary” is, as to any Person that became person or entity, a Subsidiary corporation, partnership, limited liability company or other entity of the Parent owning a direct which shares of stock or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent other ownership interests having ordinary voting power (other than the Borrower) entering into any Guarantee of Indebtedness stock or such other ownership interests having such power only by reason of the Parent, the Borrower or any Subsidiary happening of a contingency) to elect a majority of the Borrower owning board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly any Unencumbered Propertythrough one or more intermediaries, the Parentor both, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date person or otherwise reasonably satisfactory to the Administrative Agententity. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant In order to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, induce the Lenders to enter into this Agreement and any Specified Derivatives Providers to make the full payment and performance of the Obligations. Pursuant Loans to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary GuarantyBorrower hereunder, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.Borrower other than Church Creek Corporation agrees as follows: (a) Notwithstanding anything Each such Subsidiary of Borrower hereby unconditionally (subject to the contrary next paragraph) and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal and interest (including, without limitation, interest which, but for the filing of a petition in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, bankruptcy with respect to any Person Borrower would accrue hereunder) on all Loans made to Borrower, and the full and punctual payment of all other amounts payable by Borrower under this Agreement (including amounts that became a Subsidiary would become due but for the operation of the Parent owning a direct or indirect interest in the Borrower since the date automatic stay under Section 362(a) of the most recent Compliance Certificate or (y) substantially concurrently with United States Bankruptcy Code). Upon failure by Borrower to pay punctually any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch amount, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and each such Subsidiary shall deliver forthwith on demand pay the amount not so paid as if that Subsidiary instead of Borrower were expressed to be the principal obligor. The obligations of each Subsidiary of Borrower under this Section 9 shall be limited to a maximum aggregate amount equal to the Administrative Agent largest amount that would not render its obligations subject to avoidance as a fraudulent transfer or conveyance under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any applicable provisions of comparable state law, in each case after giving effect to all other liabilities of the following: relevant Subsidiary (icontingent or otherwise) that are relevant under those laws. In order to provide for just and equitable contribution among the Subsidiaries of Borrower, each such Subsidiary agrees that if any other Subsidiary makes payments under this Section 9 in an aggregate amount in excess of the net value of the benefits received by such other Subsidiary and its own Subsidiaries from extensions of credit under this Agreement, then the Subsidiary which has made such excess payments shall have a joinder right of contribution against the other Subsidiaries of Borrower for such excess. However, this right of contribution shall be subject to Section 9.1(e) in all respects. Each Subsidiary of Borrower acknowledges that the giving by it of this guarantee is a condition precedent to the Subsidiary Guaranty executed making or maintenance of the Loans to Borrower and also acknowledges that a portion of the proceeds of the Loans may be advanced to it by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesBorrower, and (iii) accordingly the items that would have been delivered under subsections (iii) obligations guaranteed are being incurred for, and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Datewill inure to, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentits benefit. (b) The obligations of each Subsidiary of Borrower may request hereunder shall be unconditional, irrevocable, direct and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by (and, to the fullest extent permitted by law, each such Subsidiary waives its rights in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: connection with): (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause any extension, increase, renewal, settlement, compromise, waiver or release in respect of any obligation of Borrower hereunder, by operation of law or otherwise; (ii) hereof); any modification or amendment of or supplement to this Agreement; (iiiii) any release, impairment, non-perfection or invalidity of any direct or indirect security (if any) for any obligation of Borrower under this Agreement; (iv) any change in the trust existence, structure or ownership of Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting release or discharge of any obligation of Borrower contained in the Agreement; (v) the existence of any claim, set-off or other rights which such Subsidiary Guarantor no longer Guarantees may have at any time against Borrower, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or which Guarantee is being substantially concurrently releasedunenforceability relating to or against Borrower for any reason of this Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the principal or interest on any Loan or any other amount payable by Borrower under this Agreement; or (vii) any other Indebtedness act or omission to act or delay of any kind by Borrower, any Lender or any other Person or any other circumstance whatsoever which might, but for the Parentprovisions of this Section 9, constitute a legal or equitable discharge of or defense to such Subsidiary's obligations hereunder. (c) Each such Subsidiary's obligations hereunder shall remain in full force and effect until this Agreement shall have terminated and the principal and interest on all Loans and all other amounts payable by Borrower hereunder shall have been paid in full. Each such Subsidiary further agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payments, or any part thereof, of principal of or interest on any obligation of Borrower is rescinded or must otherwise be restored by Agent or any Lender upon the bankruptcy or reorganization of Borrower or otherwise. (d) Each such Subsidiary irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against Borrower or any other Person. (e) Each Subsidiary irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against Borrower owning directly with respect to such payment or indirectly against any Unencumbered Propertydirect or indirect security therefor, (iii) no Default or Event otherwise to be reimbursed, indemnified or exonerated by or for the account of Default shall then be Borrower in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserespect thereof.

Guaranties. Pursuant 12.15.1. The Seller Parent unconditionally and irrevocably guarantees (the “Seller Guaranty”) to the Parent Guaranty, Buyer the Parent shall unconditionally Guarantee in favor due and punctual performance by the Seller (and any permitted assignees thereof) of all of the Administrative AgentSeller’s obligations pursuant to this Agreement (including pursuant to Section 10.1 and Section 10.5) and of AMP Services Limited’s obligations under the Transition Services Agreement, in each case, subject to the Lenders terms, conditions and any Specified Derivatives Providers limitations set forth in this Agreement (the “Seller Guaranteed Obligations”). The foregoing sentence is a continuing guaranty of the full payment and punctual discharge and performance of the Seller Guaranteed Obligations. Pursuant Should the Seller default in the discharge or performance of all or any portion of the Seller Guaranteed Obligations, the obligations of the Seller Parent hereunder shall become immediately due and, if applicable, payable. The Seller Parent waives, for the benefit of the Buyer, (a) any right to require the Buyer as a condition of payment or performance of the Seller Parent to proceed against the Seller or pursue any other remedies whatsoever and (b) to the Subsidiary Guaranty fullest extent permitted by Legal Requirements, any defenses or an addendum thereto in benefits that may be derived from or afforded by Legal Requirements that limit the form attached liability of or exonerate guarantors or sureties, except to the Subsidiary extent that any such defense is available to the Seller. The Seller Parent understands that the Buyer is relying on this Seller Guaranty in entering into this Agreement. 12.15.2. The Buyer Parent unconditionally and irrevocably guarantees (the “Buyer Guaranty, ”) to the Parent Seller the due and punctual performance by the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor Buyer (and any permitted assignees thereof) of all of the Administrative Agent Buyer’s obligations pursuant to this Agreement (including pursuant to Section 10.1) and of DigitalBridge Investment Holdco, LLC’s obligations under the Lenders Transition Services Agreement, in each case, subject to the terms, conditions and any Specified Derivatives Providers limitations set forth in this Agreement (the “Buyer Guaranteed Obligations”). The foregoing sentence is a continuing guaranty of the full payment and punctual discharge and performance of the Buyer Guaranteed Obligations; provided. Should the Buyer default in the discharge or performance of all or any portion of the Buyer Guaranteed Obligations, howeverthe obligations of the Buyer Parent hereunder shall become immediately due and, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. if applicable, payable. The Buyer Parent waives, for the benefit of the Seller, (a) Notwithstanding anything any right to require the Seller as a condition of payment or performance of the Buyer Parent to proceed against the Buyer or pursue any other remedies whatsoever and (b) to the contrary fullest extent permitted by Legal Requirements, any defenses or benefits that may be derived from or afforded by Legal Requirements that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to the Buyer. The Buyer Parent understands that the Seller is relying on this Buyer Guaranty in entering into this Agreement. 12.15.3. The Seller Parent’s obligations under the Seller Guaranty and the Buyer Parent’s obligations under the Buyer Guaranty are unconditional and irrevocable and shall not be affected by, and shall continue in effect irrespective of: (a) any change in the corporate existence, structure or ownership of the Business, the Target Entities, any Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Business, the Target Entities or any Party or any of their respective assets; (b) any modification, amendment or waiver of, or any Consent to departure from the terms and conditions of, this Agreement or the Transition Services Agreement; (c) any modification, limitation or discharge of the obligations of any Party that may result from any bankruptcy, reorganization or similar proceeding involving such Party; (d) any change in the time, manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of the Seller Guaranteed Obligations or Buyer Guaranteed Obligations; (e) any escrow arrangement or other Loan Documentsecurity for any Seller Guaranteed Obligations or the Buyer Guaranteed Obligations; (f) any liability incurred directly or indirectly in respect of the Seller Guaranteed Obligations or the Buyer Guaranteed Obligations; (g) the existence of any claim, set off or other right that the Seller Parent or the Buyer Parent may have at any time against any Party or any Target Entity, whether in connection with any Seller Guaranteed Obligations or the Buyer Guaranteed Obligations or otherwise; (xh) concurrently with the delivery addition, substitution or release of each Compliance Certificate, any Person now or after the Signing Date liable with respect to any Person that became a Subsidiary of the Parent owning a direct Seller Guaranteed Obligations or indirect interest the Buyer Guaranteed Obligations or otherwise interested in the Borrower since the date of the most recent Compliance Certificate or Transactions (y) substantially concurrently with including any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: guarantor); (i) a joinder the adequacy of any other means any Party or any other Person may have of obtaining payment of the Seller Guaranteed Obligations or the Buyer Guaranteed Obligations; or (j) any lack of authority of any officer, director or other person acting or purporting to act on behalf of any Party. If any payment in respect of the Seller Guaranteed Obligations or Buyer Guaranteed Obligations is rescinded or must otherwise be returned, and is returned, to the Subsidiary Guaranty executed by Seller Parent or the Seller, as the case may be, on the one hand, or the Buyer Parent or the Buyer, as the case may be, on the other hand, in connection with any such Subsidiaryproceeding, (ii) concurrently the Seller Parent shall remain liable hereunder with respect to its Seller Guaranteed Obligations and the delivery of Buyer Parent shall remain liable hereunder with respect to its Buyer Guaranteed Obligations, in each Compliance Certificate a comprehensive list of all Guarantorscase, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) as if such Subsidiary payment had not been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentmade. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary The Company will not, and will not permit any Significant Subsidiary to, become or be liable in this Agreement or respect of any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: Guaranty except (i) Guaranties by the Company which are limited in amount to a joinder to the Subsidiary Guaranty executed by such Subsidiarystated maximum dollar exposure and included in Current Debt or Funded Debt, (ii) concurrently Guaranties by the Company of obligations incurred by any Subsidiary in compliance with the delivery of each Compliance Certificate a comprehensive list of all Guarantors(S)5.9(a)(3), which identifies the joining and departing entities, and or (iii) Guaranties by any Significant Subsidiary of Funded Debt incurred by the items that would have been delivered under subsections Company in compliance with (iiiS)5.9(a)(2) or (3) and (v) of Section 5.01(a) if ranking pari passu with the Notes, so long as such Significant Subsidiary had been shall guarantee the Notes equally and ratably and in a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise manner reasonably satisfactory to the Administrative Agentholders of 66-2/3% of the aggregate principal amount of Notes then outstanding. (b) The Borrower may request in writing that Company will cause each Subsidiary which delivers or creates a Guaranty or Contingent Liability inuring to the Administrative Agent releasebenefit of any party to the Credit Agreement to concurrently enter into a Guaranty of the Notes, and upon receipt within three business days thereafter shall deliver to each of such request the Administrative Agent shall release, a Subsidiary Guarantor from holders of the Guaranty so long as: Notes the following items: (i) an executed counterpart of such Subsidiary Guarantor is not otherwise required to be Guaranty or a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (ii) hereof); (ii) a certificate signed by the President, a Vice President or another authorized officer of such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness making representations and warranties to the effect of the Parentthose contained in paragraphs 10, the Borrower or any 12 and 17 of Exhibit B attached hereto, but with respect to such Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyand such Subsidiary Guaranty, as applicable; (iii) no Default or Event such documents and evidence with respect to such Subsidiary as any holder of Default shall then be the Notes may reasonably request in order to establish the existence or would occur as a result and good standing of such release, including without limitation, a Default or Event of Default resulting from a violation of any Subsidiary and the authorization of the covenants contained in Section 8.14; and transactions contemplated by such Subsidiary Guaranty; (iv) an opinion of counsel satisfactory to the Administrative Agent shall have received such written request holders of at least five (5) Business Days (or 51% of the outstanding principal amount of the Notes to the effect that such shorter period Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be acceptable limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; and (v) an executed counterpart of an intercreditor agreement among the holders of the Notes and each of the parties to the Administrative Agent) prior to Credit Agreement, which agreement shall provide that the requested date of release. Delivery by proceeds from the Borrower to the Administrative Agent enforcement of any such request Guaranty or Contingent Liability or of any obligation of any borrower or obligor in respect of Indebtedness outstanding hereunder or outstanding under the Credit Agreement entered into or created after the Effective Date shall constitute a representation by be shared on an equal and ratable basis with the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as holders of the requested date Notes." 1.3. New Sections 5.18 through 5.25 shall be and are hereby added to Section 5 of release.the Note Agreement to read as follows:

Guaranties. Pursuant (i) With respect to each Significant Foreign Subsidiary listed on Schedule 7.16(b)(ii) hereto, within 270 days of the Restatement Date (or such longer time period as Agent may consent to), and provided that each such Significant Foreign Subsidiary so listed remains a Significant Foreign Subsidiary on the applicable execution date, execute and deliver or cause to be executed, and delivered to Agent a Joinder Agreement to the Parent Foreign Guaranty whereby such Significant Foreign Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty; (ii) With respect to each Significant Foreign Subsidiary on the Restatement Date which has previously executed and delivered a Joinder Agreement to the Foreign Guaranty, the Parent shall unconditionally Guarantee in favor within 270 days of the Administrative AgentRestatement Date (or such longer time period as Agent may consent to), and provided that each such Significant Foreign Subsidiary remains a Significant Foreign Subsidiary on the Lenders applicable execution date, execute and any Specified Derivatives Providers deliver or cause to be executed and delivered to Agent such reaffirmations, amendments and/or amendments and restatements which may be reasonably necessary to ensure the full payment continuing validity and performance enforceability of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent such Joinder Agreement and the Borrower shall cause Foreign Guaranty; (iii) With respect to each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. Person (a) Notwithstanding anything which becomes a Significant Foreign Subsidiary subsequent to the contrary in this Agreement Restatement Date, within 270 days (or such longer period of time as Agent may consent to) of the date such Person becomes a Significant Foreign Subsidiary or (b) which has executed and delivered the Foreign Guaranty (or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary Guaranty of the Parent owning a direct Indebtedness), where its obligations under the Foreign Guaranty have been released in order to effectuate any reorganization, merger or indirect interest in the Borrower since transfer of Equity Interests otherwise permitted under this Agreement, within 270 days (or such longer period of time as Agent may consent to) of the date of the most recent Compliance Certificate or release of its obligations, in each case, Company shall cause such Significant Foreign Subsidiary to execute and deliver to Agent a Joinder Agreement whereby such Significant Foreign Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty provided that each such Significant Foreign Subsidiary remains a Significant Foreign Subsidiary on the applicable execution date; (yiv) substantially concurrently with any With respect to each Person which becomes a Significant Domestic Subsidiary subsequent to the Restatement Date, within thirty days of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentdate such Person becomes a Significant Domestic Subsidiary, the Borrower or any cause such new Significant Domestic Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower to execute and such Subsidiary shall deliver to Agent a Joinder Agreement whereby such Significant Domestic Subsidiary becomes obligated as a Guarantor under the Administrative Agent Domestic Guaranty and provided that each of such Significant Domestic Subsidiary remains a Significant Domestic Subsidiary on the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and applicable execution date; and (v) With respect to the Significant Foreign Subsidiaries listed on Schedule 7.16(b)(v), Lenders hereby waive any obligation of Company otherwise set forth in this Agreement to execute and deliver, or cause to be executed and delivered to Agent any Guaranty. All Loan Documents delivered pursuant to this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on shall be in form satisfactory to Agent and the Closing DateRequired Lenders, in form and substance substantially consistent their reasonable discretion, together with such items delivered on supporting documentation, including without limitation financing statements, acknowledgments, stock powers, registrations and like documents, corporate authority items, certificates and opinions of counsel, as reasonably required by Agent and the Closing Date Required Lenders and Company shall take, or otherwise reasonably satisfactory cause to be taken, such steps as are necessary or advisable under applicable law to perfect the Liens granted under clause (a). Execution and delivery of Pledge Agreements, Guaranties and Joinder Agreements specified by this Section 7.16 shall only be required to the Administrative extent such Liens, Guaranties and Joinder Agreements are enforceable under applicable local law, as determined in Agent. (b) The Borrower may request ’s reasonable discretion. If execution and delivery of any of the Pledge Agreements, Guaranties and Joinder Agreements specified by this Section 7.16 cannot, in writing that Agent’s determination, be obtained with the Administrative exercise of commercially reasonable efforts by Company and any applicable Subsidiary, Agent releasemay, and upon receipt in its sole discretion, waive delivery of such request Pledge Agreements, Guaranties and Joinder Agreements. Provided, notwithstanding the Administrative Agent shall releaseforegoing, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty extent that any existing Pledge Agreements and/or Guaranties continue, in the Agent’s sole determination based upon the advice of its local counsel in any applicable jurisdiction, to secure the Indebtedness under the immediately preceding subsection (a) (this Agreement as required hereby after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness the amendment and restatement of the ParentPrior Credit Agreement by this Agreement, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then replacement Pledge Agreement and/or Guaranty need be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery delivered by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent applicable Borrowers and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasetheir Subsidiaries.

Guaranties. Pursuant to the Parent GuarantyHoldings will not, the Parent shall unconditionally Guarantee in favor and will not permit any of the Administrative Agentits Subsidiaries to, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty assume, guarantee or an addendum thereto endorse (other than for collection or deposit in the form attached to the Subsidiary Guarantyordinary course of business), the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying or otherwise become directly or contingently liable in favor respect of, any obligation of the Administrative Agent any other Person, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; providedexcept, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.without duplication: (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the guaranties by Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor existing on the Closing Date, in form and substance substantially consistent with such items delivered on the Original Closing Date or otherwise reasonably satisfactory to the Administrative Agent.and listed on Schedule 8.3 hereto; 121 128 (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the guaranties by Borrower or any Subsidiary of Borrower of Indebtedness constituting Capitalized Leases or Purchase Money Indebtedness of Borrower or any Subsidiary of Borrower permitted by Section 8.2; (c) the Borrower owning directly Existing Senior Subordinated Guaranties and any guaranties by Holdings or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Subsidiary Guarantor of any Senior Subordinated Notes on terms and conditions no more restrictive than the Existing Senior Subordinated Guaranties; (d) customary indemnification provisions and purchase price adjustments entered into in connection with any Permitted Acquisition or Asset Dispositions permitted hereunder; (e) performance, surety, bid, appeal or similar bonds arising in the ordinary course of business; (f) guaranties by Borrower or any Subsidiary of any lease or other contractual obligation not constituting Indebtedness entered into by Borrower or any Subsidiary in the covenants contained ordinary course of business; and (g) guaranties by Borrower or any Subsidiary of Borrower in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (ordinary course of business of Borrower or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date Subsidiary of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth Indebtedness not exceeding $5,000,000 in the preceding sentence are or will be satisfied as of the requested date of releaseaggregate at any time outstanding.

Guaranties. Pursuant Company shall not, nor allow any Subsidiary, to the Parent Guarantyassume, the Parent shall unconditionally Guarantee in favor guaranty, endorse or otherwise be or become directly or contingently responsible or liable for obligations of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: except (i) a joinder to guaranties by endorsement of negotiable instruments for deposit or collection in the Subsidiary Guaranty executed by such Subsidiaryordinary course of business, (ii) concurrently with guaranties of loans to its shareholder employees from third party financial institutions to facilitate acquisition by said shareholder employees of capital stock of the delivery of each Compliance Certificate a comprehensive list of all GuarantorsCompany provided written consent is obtained from Bank which shall not be unreasonably withheld, which identifies the joining and departing entities, and (iii) that certain Guaranty of the items Liabilities executed by Diamond Management & Technology Consultants NA, Inc., an Illinois corporation, (iv) that would have been delivered under subsections (iii) certain Guaranty of the Liabilities executed by Diamond Partners Limited, a United Kingdom corporation, and (v) all guaranties of the Liabilities executed by any Subsidiary in accordance with Section 5.13 of this Agreement.” (v) The first paragraph of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date9.11 entitled, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory “Submission to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent releaseJurisdiction, and upon receipt Waiver of such request the Administrative Agent shall releaseJury Trial” is hereby restated to read as follows: “TO INDUCE THE BANK TO MAKE THE LOAN EVIDENCED BY THIS AGREEMENT, a Subsidiary Guarantor from the Guaranty so long asTHE COMPANY IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE BANK, SHALL BE INSTITUTED AND LITIGATED ONLY AS FOLLOWS: (iA) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection ALL ACTIONS INSTITUTED BY THE COMPANY SHALL ONLY BE INSTITUTED IN COURTS HAVING SITUS IN THE CITY OF CHICAGO, ILLINOIS, AND (aB) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the ParentALL ACTIONS INSTITUTED BY BANK, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered PropertySHALL AT BANK’S SOLE DISCRETION, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such releaseONLY BE INSTITUTED IN COURTS HAVING SITUS EITHER IN THE CITY OF CHICAGO, including without limitationILLINOIS OR THE CITY OF LONDON, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseENGLAND AND THE COMPANY HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS SITUS IN CHICAGO, ILLINOIS OR OF THE HIGH COURT OF ENGLAND AND WALES HAVING ITS SITUS IN LONDON, ENGLAND, AND WAIVES ANY OBJECTION BASED ON FORUM NONCONVENIENS, AND THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE BORROWER AT THE ADDRESS INDICATED IN THE BANK’S RECORDS IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.”

Guaranties. Pursuant The Borrowers shall not, and shall not permit any of their Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, except: (i) Guaranties expressly permitted under Section 8.2.1 [Indebtedness]; NAI-0000000000v6 (ii) endorsements of negotiable or other instruments for deposit or collection in the ordinary course of business; (iii) any Guaranty of an obligation of any Borrower or any of their Subsidiaries to indemnify or hold harmless any seller or buyer, as applicable, incurred in connection with an acquisition or divestiture of Capital Stock or assets permitted under this Agreement; (iv) any Guaranty by a Loan Party or its Subsidiaries (including through the issuance of a Letter of Credit on behalf of such Person) of the obligations of any of TGI or its Subsidiaries not constituting Indebtedness and which is incurred in the ordinary course of business such as trade credit and obligations under real estate leases (it being understood that any such Guaranty by a Loan Party of obligations of a non-Loan Party shall not be subject to the Parent limitations in Section 8.2.4 unless and until payments are made under any such Guaranty, the Parent shall unconditionally Guarantee in favor ); (v) any Guaranty by a Loan Party or any Subsidiary thereof of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything performance of any customer contract or (b) obligations under real estate leases, in each case solely to the contrary in this Agreement extent that (w) such contract or any other Loan Documentlease, as applicable, has been sold or otherwise disposed of pursuant to a transaction that is expressly permitted hereunder, (x) concurrently such Loan Party or Subsidiary obtains an enforceable indemnity with respect to such Guaranty which is likely to be collectable in the reasonable judgment of the Borrowers, (y) immediately prior to giving effect to such sale or other disposition, such Guaranty would have been permitted under Section 8.2.3(iv) above, and (z) such Guaranty was not entered into in connection with or in contemplation of such sale or other disposition; (vi) (a) the Receivables Performance Guaranty and other Standard Securitization Undertakings in connection with the delivery of each Compliance CertificateReceivables Facility, and (b) Standard Payment Discount Undertakings in connection with a Specified Payment Discount Arrangement; and (vii) Guaranties permitted under Section 8.2.4 (other than Section 8.2.4(xii)); provided, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: clauses (i) a joinder to through (vii) above, no Guaranties will be made for the benefit of any Loan Party or Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, thereof which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required intended to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (dissolved, liquidated or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasewound up.

Guaranties. Pursuant In the event that any entity becomes an affiliate of Tenant after the Execution Date which entity conducts business in cannabis industry (each, a "New Guarantor"), Tenant shall promptly cause such New Guarantor to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary execute a Guaranty or an addendum thereto in the form attached hereto as Exhibit D and deliver such executed Guaranty to Landlord. Any failure by Tenant to provide such Guaranty within thirty (30) days following the Subsidiary Guaranty, the Parent formation of such New Guarantor shall be deemed a material default under this Lease. The obligations of each Guarantor shall be joint and the Borrower several and Tenant shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that deliver such Subsidiary Guaranty further documentation as may be released reasonably required to confirm such Guarantor's full and reinstated in accordance unconditional guaranty of Tenant's obligations under this Lease. For purposes of this Section 34, an “entity affiliated with its terms. Tenant” shall mean any entity (a) that is a subsidiary of PharmaCann LLC, an Illinois limited liability company (“PharmaCann LLC”) or (b) that PharmaCann LLC holds an equity interest in, directly or indirectly; provided that, Landlord shall be entitled to seek recourse only against the interests of Tenant or PharmaCann LLC in any such New Guarantor, and the form of Guaranty shall be conformed accordingly for any such New Guarantor. Notwithstanding anything in this Lease or the applicable Guaranty to the contrary in this Agreement contrary, Landlord agrees to execute a commercially reasonable form of subordination agreement that subordinates Landlord's rights under a Guaranty to an institutional lender’s or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, third party financing source’s rights with respect to any Person a contemplated financing by the applicable Guarantor, provided that became a Subsidiary the following conditions are satisfied: 1) the subordination of the Parent owning Guaranty is a direct or indirect interest in the Borrower since the date requirement of the most recent Compliance Certificate lender or other third party financing source to provide the financing to the Guarantor; and 2) at the time of Landlord's execution of such subordination agreement, (ya) substantially concurrently with neither Tenant nor any Subsidiary Guarantor is then in default of its obligations under the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Lease or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guaranty; and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that neither Tenant nor any Guarantor has defaulted on its obligations under either the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Lease or any Guaranty so long as: more than two (i2) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under times during the immediately preceding subsection prior six (a6) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasemonth period.

Guaranties. Pursuant As credit support for the Aggregate Obligations, on or before the Closing Date (1) MAC shall execute and deliver to the Parent Collateral Agent, for the benefit of the Benefited Creditors, the REIT Guaranty, and (2) the Parent Affiliate Guarantors shall unconditionally Guarantee in favor each execute and deliver to the Collateral Agent, for the benefit of the Administrative Benefited Creditors, an Affiliate Guaranty. Upon the acquisition of any Project after the Closing Date by any Borrower Party or Wholly-Owned Subsidiary thereof, in the event at the time of acquisition the principal Property comprising such Project is unencumbered by any Lien in respect of borrowed indebtedness (an "Unencumbered Property"), and there is no Financing with respect to such Unencumbered Property within sixty (60) days of its acquisition, if the Interim Facility has not been paid in full, or within ninety (90) days of its acquisition, if the Interim Facility has been repaid in full, such Person (each a "Supplemental Guarantor") shall: (a) execute and deliver to the Collateral Agent, for the Lenders and any Specified Derivatives Providers the full payment and performance benefit of the Obligations. Pursuant to the Subsidiary Benefited Creditors a Guaranty or an addendum thereto in the form attached of Exhibit D hereto pursuant to which such Supplemental Guarantor will unconditionally guarantee the Aggregate Obligations from time to time owing to the Subsidiary GuarantyBenefited Creditors, (b) execute and deliver, or cause to be executed and delivered, to the Collateral Agent such other documents or legal opinions required by the Collateral Agent confirming the authorization, execution and delivery and enforceability (subject to customary exceptions) of the Guaranty by such Supplemental Guarantor, and (c) deliver copies of its Organizational Documents, certified by the Secretary or an Assistant Secretary of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Upon the Disposition or Financing of any Unencumbered Property by any Affiliate Guarantor or Supplemental Guarantor and the corresponding payment of all sums due pursuant to Section 3.3 of the Term Loan Credit Agreement and Section 3.3 of the Interim Facility Credit Agreement in connection with such Disposition, the Parent and Collateral Agent shall release the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Person pursuant to this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent4.1. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each of the New Subsidiary Guarantors hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each of the New Subsidiary Guarantors further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such New Subsidiary Guarantor and that such New Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. To the fullest extent permitted by law, each of the New Subsidiary Guarantors waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. To the fullest extent permitted by law, each of the New Subsidiary Guarantors waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each of the New Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, this Supplemental Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of the Indenture, this Supplemental Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.06 of the Indenture, any change in the ownership of any such New Subsidiary Guarantor. Each of the New Subsidiary Guarantors further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The Subsidiary Guaranty in respect of each of the New Subsidiary Guarantors is, to the extent and in the manner set forth in Article 12 of the Indenture, subordinated and subject in right of payment to the prior payment in full payment of the principal of and premium, if any, and interest on all Senior Indebtedness of each of the New Subsidiary Guarantors and the Subsidiary Guaranty is made subject to the provisions of the Indenture. Except as expressly set forth in Section 8.01(b), 11.02 and 11.06 of the Indenture, to the fullest extent permitted by law, the obligations of each of the New Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and, to the fullest extent permitted by law, shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the New Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such New Subsidiary Guarantor or would otherwise operate as a discharge of such New Subsidiary Guarantor as a matter of law or equity. Pursuant Each of the New Subsidiary Guarantors further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any New Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each of the New Subsidiary Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Subsidiary Guaranty Holders or the Trustee an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor Trustee. Each of the Administrative Agent , New Subsidiary Guarantors agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Lenders and any Specified Derivatives Providers the full payment and performance Guaranteed Obligations are subordinated as provided in Article 12 of the Obligations; providedIndenture. Each of the new Subsidiary Guarantors agrees that, howeveras between it, that such Subsidiary Guaranty may be released on the one hand, and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations may be accelerated as provided in the Borrower since the date Article 6 of the most recent Compliance Certificate Indenture for the purposes of such New Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Parent Indenture, such Guaranteed Obligations (other than whether or not due and payable) shall forthwith become due and payable by such New Subsidiary Guarantor for the Borrower) entering into any Guarantee purposes of Indebtedness this Supplemental Indenture. Each of the Parent, New Subsidiary Guarantors also agrees to pay any and all costs and expenses (including attorneys' fees) incurred by the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant If a Guaranty has been provided for any particular Series of Securities pursuant to Section 2.3, the Guarantor hereby unconditionally and irrevocably guarantees, to each Holder of Securities of such Series, to each applicable Trustee and its successors and assigns (a) the full and punctual payment of all of the principal of, and any premium and interest on, the Securities of such Series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities of such Series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to the Parent GuarantySecurities of such Series and under the Securities of such Series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of Guaranty shall be an unsecured, unsubordinated obligation of the Guarantor ranking pari passu with other present and future unsecured, unsubordinated obligations of the Guarantor. The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and that such Guarantor will remain bound under this Article Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. In addition, if a Guaranty has been provided pursuant to Section 2.3 for a particular Series of Securities, the Parent shall unconditionally Guarantee in favor Guarantor waives (1) presentation to, demand of, payment from and protest to the Company of any of the Administrative AgentGuaranteed Obligations and also waives notice of protest for nonpayment and (2) notice of any default under the Securities of such Series or the Guaranteed Obligations, and agrees that the Holders of such Securities may exercise their rights of enforcement under its Guaranty without first exercising their rights of enforcement directly against the Company. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or any Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Lenders Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or any Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or any Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the name, objects, businesses, assets, capital structure, constitution or ownership of the Guarantor or the Company, or by any merger or amalgamation of the Company or the Guarantor with any Person or Persons, except as otherwise provided in the applicable provisions of this Indenture. In the case of the Company being amalgamated with another Person, the Guaranty shall apply to the liabilities of the successor Person, and the term “Company” shall include such successor Person. If a Guaranty has been provided for a particular Series of Securities pursuant to Section 2.3, the Guarantor further agrees that each of the Guaranties constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or any Trustee to any security held for payment of the Guaranteed Obligations. The obligations of the Guarantor hereunder are and shall be absolute and unconditional and any Specified Derivatives Providers moneys or amounts expressed to be owing or payable by the full Guarantor hereunder which may not be recoverable from the Guarantor on the basis of a guarantee or as surety shall be recoverable from the Guarantor as a primary obligor and principal debtor in respect thereof. The Trustee shall not be bound to exhaust its recourse against the Company or other parties before being entitled to demand payment from or performance by the Guarantor and enforce its rights under this Article Eleven in respect of any Guaranty. If a Guaranty has been provided for a particular Series of Securities pursuant to Section 2.3, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or any Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. Pursuant If a Guaranty has been provided for a particular Series of Securities pursuant to Section 2.3, the Guarantor further agrees that its Guaranteed Obligations herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or premium or interest on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or any Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or any Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, or premium or interest on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by any Trustee, forthwith pay, or cause to be paid, in cash in the applicable Currency, to the Subsidiary Guaranty Holders or the Trustees an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Borrower shall cause each Subsidiary Trustees. The Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustees, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations may be accelerated as provided in Article Five for the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation purposes of any of the covenants contained Guarantor’s Guaranties herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in Section 8.14; respect of the Guaranteed Obligations, and (ivy) in the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent event of any declaration of acceleration of such request Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall constitute forthwith become due and payable by such Guarantor for the purposes of this Section. If a representation Guaranty has been provided for a particular Series of Securities pursuant to Section 2.3, the Guarantor also agrees to pay any and all costs and expenses (including reasonable fees and expenses of attorneys and other agents) incurred by the Parent and the Borrower that the conditions set forth any Trustee or any Holder in the preceding sentence are or will be satisfied as of the requested date of releaseenforcing any rights under this Section.

Guaranties. Pursuant (a) Cause each Subsidiary, upon becoming a Material Subsidiary, which has not previously executed and delivered to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders a Guarantee to execute and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiespromptly, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least event within five (5) Business Days following such Subsidiary's becoming a Material Subsidiary, (i) a Guarantee , together with a resolution of its board of directors or other governing body authorizing such shorter period as Guarantee , (ii) a favorable opinion of counsel to such Guarantor in form and substance satisfactory to the Administrative Agent regarding the valid existence and good standing of such Subsidiary in its jurisdiction of incorporation or formation and its good standing in any jurisdiction in which it is qualified to do business, and to the effect that the execution and delivery of the Guarantee by such Subsidiary has been duly authorized by all necessary corporate or equivalent action and that the Guarantee constitutes the valid, legal and binding obligation of such Subsidiary, in each case, subject to related normal and customary qualifications and exceptions, which opinion may be rendered by counsel who is an employee of any Borrower or of any of their general partners and (iii) documentation of the type described in clauses (v), (vi), (vii) and (x) of SECTION 4.01(a). (b) Designate Subsidiaries which are not Guarantors (such Subsidiaries which are not Guarantors herein called "NON-GUARANTOR SUBSIDIARIES") or Material Subsidiaries as Material Subsidiaries and Guarantors on the date described in clause (ii) below and cause each such designated Guarantor and Material Subsidiary to execute and deliver a Guarantee, together with the other instruments described, and within the respective periods prescribed, in the preceding SECTION 6.13(a), to the Administrative Agent; PROVIDED that notwithstanding the foregoing provisions of SECTION 6.13(a), the Borrowers shall not be obligated to so designate Non-Guarantor Subsidiaries as Guarantors and Material Subsidiaries to the extent that as of such date, after giving effect to any such designation and delivery of Guaranties and other documents pursuant to SECTION 6.13(a), Non-Guarantor Subsidiaries shall not (1) own more than 10% of the assets of the MLP and its consolidated Subsidiaries and Unrestricted Subsidiaries or (2) contribute more than 10% of Consolidated Net Income. For purposes of this SECTION 6.13, a Subsidiary will be deemed to have become a Material Subsidiary on the date, as applicable, as follows: (i) on the date of its acquisition or formation, if after giving effect to such acquisition or formation, it constitutes a Material Subsidiary, as reasonably determined by the MLP and reasonably acceptable to the Administrative Agent; or (ii) prior to on the requested date 75th day following the end of release. Delivery each of the first 3 fiscal quarters of the MLP or the 120th day following the end of each fiscal year of the MLP, as applicable, if (A) as of the immediately preceding quarter end or year end, as applicable, and based on the financial statements prepared for such ending quarterly or annual period, it constituted a Material Subsidiary, as reasonably determined by the Borrower MLP and reasonably acceptable to the Administrative Agent of any such request shall constitute or (B) it is required to be designated as a representation by the Parent Guarantor and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseMaterial Subsidiary pursuant to this SECTION 6.13(b).

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of all Indebtedness and other obligations of Borrower to Bank hereunder shall be guaranteed jointly and severally by all present and future Material Subsidiaries which guaranties shall be secured by unconditional, continuing pledges and security interests in and to all of the Obligations. Pursuant assets and properties of such Material Subsidiaries (any such Material Subsidiary, together with any other guarantors of the Line of Credit, the Equipment Term Commitment and/or any other Indebtedness of Borrower to Bank from time to time, each a “Guarantor” and collectively, “Guarantors”), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank (the “Guaranty”). Upon the creation or acquisition of any new Material Subsidiary Guaranty or an addendum thereto in the form attached to the of any Subsidiary Guarantybecoming a Material Subsidiary, the Parent Borrower and the Borrower shall cause each such Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor shall: (a) promptly notify Bank of the Administrative Agent creation or acquisition of such Material Subsidiary, (b) take all such action as may be reasonably required by Bank to cause such Material Subsidiary to guarantee the Lenders obligations of Borrower hereunder and any Specified Derivatives Providers the full grant such pledges and security interests in all of its properties and assets to secure payment and performance of the Obligations; providedsuch obligations, however, that and (c) take all such Subsidiary Guaranty action as may be released reasonably required by Bank to grant and reinstated pledge to Bank a first-priority security interest in accordance with its terms. (a) the stock or other equity interests of, and any indebtedness owing from, such Material Subsidiary. Notwithstanding anything to the contrary in this Agreement or any other Loan Documentcontained herein, (xi) concurrently with the delivery of each Compliance Certificate, with respect no Foreign Subsidiary shall be required to any Person that became provide a Subsidiary Guaranty and (ii) Borrower shall not be required to pledge more than sixty five percent (65%) of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with total combined voting power of all classes of stock entitled to vote the shares of capital stock of any such Foreign Subsidiary of the Parent (other than the Borrower) entering into Xxxxxxx Technologies SA). As used herein, “Subsidiary” is, as to any Guarantee person or entity, a corporation, partnership, limited liability company or other entity of Indebtedness which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the Parent, the Borrower or any Subsidiary happening of a contingency) to elect a majority of the Borrower owning board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly any Unencumbered Propertythrough one or more intermediaries, the Parentor both, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date person or otherwise reasonably satisfactory to the Administrative Agententity. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to The Parent and the Borrower shall not, and shall not permit any of the Borrower's Subsidiaries or any Financing Subsidiary to, become a Guarantor for any Person, except for (a) the guaranty by the Parent Guarantyof the TIDES Preferred Securities, (b) guaranties by a Loan Party of obligations of the Borrower or the Borrower's Subsidiaries entered into in the ordinary course of business, (c) endorsements of negotiable instruments for collection in the ordinary course of business, (d) the Subsidiary Guaranty and the Parent's guaranty pursuant to Section 11, (e) contingent obligations incurred in the ordinary course of business of the operation of the Stations with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $5,000,000 in aggregate liability, and (f) guaranties by the Parent, the Parent Borrower and the Borrower's Subsidiaries of any Subordinated Debt incurred pursuant to Section 8.1(g) provided that each such guaranty shall unconditionally Guarantee be in favor of form and substance reasonably satisfactory to the Administrative Agent, such guaranty of Subordinated Debt shall be subordinated to the Obligations on terms no less favorable to the Lenders and any Specified Derivatives Providers than the full payment and performance subordination provisions of the Obligations. Pursuant to Subordinated Debt, and no Subsidiary shall guarantee any Subordinated Debt unless (i) such Subsidiary also has guaranteed the Subsidiary Guaranty or an addendum thereto in the form attached Obligations pursuant to the Subsidiary Guaranty, and (ii) such guarantee of Subordinated Debt provides for the Parent release and the Borrower shall cause each Subsidiary Guarantor termination thereof, without action by any party, upon any sale, transfer or other disposition (other than pursuant to execute a Subsidiary Guaranty unconditionally guarantying in favor time brokerage agreement permitted pursuant to Section 8.14(b)) of substantially all of the Administrative Agent assets of such Subsidiary, the Lenders and or any Specified Derivatives Providers the full payment and performance sale, transfer or other disposition of substantially all of the Obligations; provided, however, that capital stock or other equity interests of such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or of any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest parent of such Subsidiary, in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of such case, to a Person that is not the Parent, the Borrower or any a Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentBorrower. (bj) The Borrower may request Section 8.7(b) shall be amended and restated in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required its entirety to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur read as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.follows:

Guaranties. Pursuant (a) Subject to the Parent terms and conditions set forth herein, upon the request of Genesis OLP, Salomon Inc shall, during the Availability Period (i) issue Guaranties to third parties from time to time with respect to Crude Oil Contracts on behalf of Genesis OLP and (ii) issue Guaranties as soon as reasonably practicable in substitution for guaranties outstanding on the date hereof issued by Basis, Xxxxxx or their Affiliates in connection with Crude Oil Contracts entered into prior to the date hereof, in each case on terms reasonably acceptable to Salomon Inc and generally consistent with its prior practices with respect to Basis. (b) The obligations of Salomon Inc pursuant to Section 2.1(a) shall be subject to the following limitations: (i) If (A) Genesis LLC is removed as General Partner of Genesis OLP for any reason without the prior written consent of Salomon Inc, (B) Salomon Inc assigns its obligations hereunder pursuant to Section 8.7 hereof, or (C) Salomon Inc's obligations hereunder are terminated pursuant to Section 8.6 hereof, then Salomon Inc shall have no further obligation hereunder to issue, substitute, keep in effect or available or amend any Guaranty hereunder and shall have the right to cancel in all respects all outstanding Guaranties with respect to any transaction entered into from and after the date of such removal. In addition, Genesis OLP shall promptly obtain full and complete releases of Salomon Inc from all outstanding Guaranties and all related liabilities and obligations; (ii) Salomon Inc shall have no obligation hereunder to issue, substitute or amend any Guaranty hereunder if, at such time, the Guaranty Exposure at such time exceeds the Maximum Credit Support Amount or if, immediately after the issuance, substitution or amendment of such Guaranty, the Parent Guaranty Exposure would exceed the Maximum Credit Support Amount; (iii) Salomon Inc shall unconditionally Guarantee have no obligation hereunder to issue or keep in favor of effect or available any Guaranty hereunder with a term extending beyond December 31, 1999; (iv) no Guaranteed Contract shall require payment or performance by Genesis OLP on a date later than December 31, 1999, unless on such date the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum relating thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be is released and reinstated canceled in accordance with its termsall respects and Salomon has no further liabilities or obligations in respect of such Guaranteed Contract from and after such date; and (v) Salomon Inc shall have no obligation hereunder to provide or extend any Guaranty beyond the amounts or after the periods specified herein (or such earlier date as the Guaranty Facility Commitment has terminated pursuant to Article VII or Section 8.6). (ac) Genesis OLP shall not permit the Guaranty Exposure at any time to exceed the Maximum Credit Support Amount at such time. Upon termination of the Guaranty Facility Commitment pursuant to this Agreement, if any Guaranties remain outstanding, Genesis OLP shall immediately deposit in an account with the Collateral Agent an amount in cash equal to the Guaranty Exposure at such time as collateral with respect to the outstanding Guaranties. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentAgreement, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering Genesis OLP will not enter into any Guarantee of Indebtedness of the ParentGuaranteed Contract or schedule any Scheduled Obligation at any time if, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parentaction, the Borrower or any Subsidiary of Guaranty Exposure would exceed the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of Maximum Credit Support Amount at such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasetime.

Guaranties. Pursuant to the Parent Neither such Borrower nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty, except: (a) a Borrower or any of its Subsidiaries may enter into Guaranties of the Parent shall unconditionally Guarantee Obligations in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant ; (b) subject to the Subsidiary Guaranty or an addendum thereto proviso in the form attached to the Subsidiary GuarantySection 7.15(f)(ii), the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying may enter into unsecured Guaranties in favor of (i) suppliers or service providers in the Administrative Agent , the Lenders and ordinary course of business with respect to any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance CertificateDomestic Subsidiaries or, with respect to Foreign Subsidiaries, in an aggregate amount not to exceed $5,000,000 at any Person that became a Subsidiary of the Parent owning a direct or indirect interest time outstanding and (ii) landlords in the Borrower since the date ordinary course of the most recent Compliance Certificate or business with respect to any Subsidiary; (yc) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the a Borrower or any of its Subsidiaries may become and remain liable on an unsecured basis with respect to contingent obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with acquisitions or sales of assets by such Borrower or Subsidiary, as the case may be, permitted to be made under this Agreement; (d) a Borrower or any of its Domestic Subsidiaries may become and remain liable on an unsecured basis with respect to contingent obligations in respect of any Debt of a Borrower or any of its Domestic Subsidiaries permitted by Section 7.15 and a Foreign Subsidiary may become and remain liable on an unsecured basis with respect to contingent obligations in respect of the any Debt of a Foreign Subsidiary permitted by Section 7.15; provided, that a Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such a Domestic Subsidiary shall deliver not in any event become or remain liable with respect to the Administrative Agent each any contingent obligations in respect of the following: any Debt of a Foreign Subsidiary; (ie) a joinder to the Subsidiary Guaranty executed by Borrower or any of its Subsidiaries, as applicable, may remain liable (as such Borrower or Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantorsas applicable, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor remained liable on the Closing Date, ) on an unsecured basis with respect to contingent obligations described in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent.Schedule 7.14 hereto; (bf) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of its Domestic Subsidiaries may become and remain liable on an unsecured basis with respect to contingent obligations in respect of Hedge Agreements entered into by such Person and currency agreements that are Hedge Agreements entered into by such Person or are otherwise entered into by such Person in the ordinary course of business and not for speculative purposes; (g) a Borrower owning directly or indirectly any Unencumbered Propertyof its Domestic Subsidiaries may become and remain liable on an unsecured basis with respect to contingent obligations in respect of performance bonds, (iii) no Default surety bonds, appeal bonds or Event custom bonds required in the ordinary course of Default shall then be in existence or would occur as a result business of such release, including without limitation, Person or in connection with the enforcement of rights or claims of a Borrower or any of its Domestic Subsidiaries or in connection with judgments against a Borrower or any of its Domestic Subsidiaries that do not result in a Default or an Event of Default resulting from Default; and (h) a violation Borrower or any of its Domestic Subsidiaries may become and remain liable on an unsecured basis with respect to other contingent obligations (other than contingent obligations in respect of any obligations of the covenants contained in Section 8.14a Foreign Subsidiary); and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower provided, that the conditions set forth maximum aggregate liability, contingent or otherwise, of a Borrower or any of its Domestic Subsidiaries in the preceding sentence are or will be satisfied as respect of the requested date of releaseall such contingent obligations shall at no time exceed $2,500,000.

Guaranties. Pursuant to the Parent GuarantyEach Lender (which term shall include, the Parent shall unconditionally Guarantee in favor for purposes of the this subsection 9.6, any Cash Management Bank and Hedge Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into, and to be the agent for and representative of Lenders under, each Guaranty, and each Lender agrees to be bound by the terms of each Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any Specified Derivatives Providers the full payment and performance material amendment, modification, termination or waiver of the Obligations. Pursuant any provision contained in any Guaranty or (ii) release any Cash Collateral (except as otherwise permitted or required pursuant to the Subsidiary Guaranty or an addendum thereto terms of this Agreement), in each case without the form attached prior consent of Requisite Lenders (or, if required pursuant to the Subsidiary Guarantysubsection 10.6, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the all Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations(other than Defaulting Lenders)); providedprovided further, however, that such Subsidiary Guaranty that, without further written consent or authorization from Lenders, Administrative Agent may be released and reinstated in accordance with its terms. execute any documents or instruments necessary to (a) Notwithstanding anything to the contrary in this Agreement or release any other Loan Document, Lien on Cash Collateral (x1) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary upon termination of the Parent owning a direct or indirect interest aggregate Commitments and payment in the Borrower since the date full of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent all Obligations (other than contingent indemnification obligations) and the Borrower) entering into any Guarantee expiration or termination of Indebtedness all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the ParentIssuing Lender and, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each extent a Lender is obligated under such Letter of the following: (i) a joinder to the Subsidiary Guaranty executed by Credit, such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would Lender shall have been delivered under subsections made) or (iii2) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, to which Requisite Lenders have otherwise consented or ratified in form and substance substantially consistent with such items delivered on the Closing Date writing or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a release any Subsidiary Guarantor from the Subsidiary Guaranty so long as: (i) if all of the Capital Stock of such Subsidiary Guarantor is not sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to be a party subsection 10.6). Upon the request of Administrative Agent at any time, the Requisite Lenders will confirm in writing Administrative Agent’s authority to the Guaranty subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the immediately preceding Subsidiary Guaranty pursuant to this subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be 9.6. Anything contained in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) Loan Documents to the contrary notwithstanding, Borrowers, Administrative Agent and each Lender hereby agree that no Lender shall have received such written request at least five (5) Business Days (any right individually to realize upon any Cash Collateral or such shorter period as to enforce the Guaranties, it being understood and agreed that all powers, rights and remedies under the Guaranties may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery exercised solely by the Borrower to the Administrative Agent for the benefit of any such request shall constitute a representation by Lenders in accordance with the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseterms thereof.

Guaranties. Pursuant (a) Cause each Subsidiary, upon becoming a Material Subsidiary, which has not previously executed and delivered to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders a Guarantee to execute and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiespromptly, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least event within five (5) Business Days following such Subsidiary's becoming a Material Subsidiary, (i) a Guarantee, together with a resolution of its board of directors or other governing body authorizing such shorter period as Guarantee, (ii) a favorable opinion of counsel to such Guarantor in form and substance satisfactory to the Administrative Agent regarding the valid existence and good standing of such Subsidiary in its jurisdiction of incorporation or formation and its good standing in any jurisdiction in which it is qualified to do business, and to the effect that the execution and delivery of the Guarantee by such Subsidiary has been duly authorized by all necessary corporate or equivalent action and that the Guarantee constitutes the valid, legal and binding obligation of such Subsidiary, in each case, subject to related normal and customary qualifications and exceptions, which opinion may be rendered by counsel who is an employee of any Borrower or of any of their general partners and (iii) documentation of the type described in clauses (v), (vi), (vii) and (x) of SECTION 4.01(a). (b) Designate Subsidiaries which are not Guarantors (such Subsidiaries which are not Guarantors herein called "NON-GUARANTOR SUBSIDIARIES") or Material Subsidiaries as Material Subsidiaries and Guarantors on the date described in clause (ii) below and cause each such designated Guarantor and Material Subsidiary to execute and deliver a Guarantee, together with the other instruments described, and within the respective periods prescribed, in the preceding SECTION 6.13(a), to the Administrative Agent; PROVIDED that notwithstanding the foregoing provisions of SECTION 6.13(b), the Borrowers shall not be obligated to so designate Non-Guarantor Subsidiaries as Guarantors and Material Subsidiaries to the extent that as of such date, after giving effect to any such designation and delivery of Guaranties and other documents pursuant to SECTION 6.13(b), Non-Guarantor Subsidiaries shall not (1) own more than 10% of the assets of the MLP and its consolidated Subsidiaries and Unrestricted Subsidiaries or (2) contribute more than 10% of Consolidated Net Income. For purposes of this SECTION 6.13, a Subsidiary will be deemed to have become a Material Subsidiary on the date, as applicable, as follows: (i) on the date of its acquisition or formation, if after giving effect to such acquisition or formation, it constitutes a Material Subsidiary, as reasonably determined by the MLP and reasonably acceptable to the Administrative Agent; or (ii) prior to on the requested date 75th day following the end of release. Delivery each of the first 3 fiscal quarters of the MLP or the 120th day following the end of each fiscal year of the MLP, as applicable, if (A) as of the immediately preceding quarter end or year end, as applicable, and based on the financial statements prepared for such ending quarterly or annual period, it constituted a Material Subsidiary, as reasonably determined by the Borrower MLP and reasonably acceptable to the Administrative Agent of any such request shall constitute or (B) it is required to be designated as a representation by the Parent Guarantor and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseMaterial Subsidiary pursuant to this SECTION 6.13(b).

Guaranties. Pursuant Make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor obligations of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying or Joint Venture) or otherwise assume, guarantee or in favor any way become contingently liable or responsible for obligations of any other Person, whether by agreement to purchase those obligations of any other Person, or by agreement for the Administrative Agent furnishing of funds through the purchase of goods, supplies or services (whether by way of stock purchase, capital contribution, advance or loan) for the Lenders and purpose of paying or discharging the obligations of any Specified Derivatives Providers the full payment and performance of the Obligations; providedother Person, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.except for: (a) Notwithstanding anything guaranties of obligations of another Borrower issued in the ordinary course of business; (b) the endorsement of negotiable instruments in the ordinary course of business; (c) guaranties of performance and completion and performance and completion bonds issued in connection with the construction of Real Estate developments owned by the Borrower; (d) guaranties of liabilities incurred by Joint Ventures to which the Borrower or a Joint Venture Subsidiary is a party, PROVIDED that all such guaranties outstanding at any one time (including without limitation Xxxxxxxxx Ranch Venture L.L.C. and Xxxxxx Ranch), do not exceed the lesser of $60,000,000 or 15% of the Tangible Net Worth, (e) the obligation of the Borrower under the LLP Loans Guaranty; or (f) the LNR Loans Guaranties; PROVIDED, HOWEVER, that the maximum permissible amount of the LNR Loans Guaranties (i) until November 30, 1998, shall be limited to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee lesser of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, LNR which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered exists on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release$50,000,000, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness from and after November 30, 1998, shall be zero. None of the Parentforegoing clauses, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyhowever, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable deemed to the Administrative Agent) prior to the requested date of release. Delivery by permit the Borrower to guaranty any obligations of the Administrative Agent of Mortgage Banking Subsidiaries, the Limited Purpose Finance Subsidiaries, STI or the Title Companies, if any such request shall constitute a representation by the Parent and guaranty would cause the Borrower that the conditions set forth to be in the preceding sentence are or will be satisfied as violation of the requested date of releaseSection 7.02 hereof.

Guaranties. Pursuant In the event that any entity becomes an affiliate of Tenant after the Execution Date which entity conducts business in cannabis industry (each, a “New Guarantor”), Tenant shall promptly cause such New Guarantor to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary execute a Guaranty or an addendum thereto in the form attached hereto as Exhibit D and deliver such executed Guaranty to Landlord. Any failure by Tenant to provide such Guaranty within thirty (30) days following the Subsidiary Guaranty, the Parent formation of such New Guarantor shall be deemed a material default under this Lease. The obligations of each Guarantor shall be joint and the Borrower several and Tenant shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that deliver such Subsidiary Guaranty further documentation as may be released reasonably required to confirm such Guarantor’s full and reinstated in accordance unconditional guaranty of Tenant’s obligations under this Lease. For purposes of this Section 33, an “entity affiliated with its terms. Tenant” shall mean any entity (a) that is a subsidiary of PharmaCann LLC, an Illinois limited liability company (“PharmaCann LLC”), or (b) that PharmaCann LLC holds an equity interest in, directly or indirectly; provided that, Landlord shall be entitled to seek recourse only against the interests of Tenant or PharmaCann LLC in any such New Guarantor, and the form of Guaranty shall be conformed accordingly for any such New Guarantor. Notwithstanding anything in this Lease or the applicable Guaranty to the contrary in this Agreement contrary, Landlord agrees to execute a commercially reasonable form of subordination agreement that subordinates Landlord’s rights under a Guaranty to an institutional lender’s or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, third party financing source’s rights with respect to any Person a contemplated financing by the applicable Guarantor, provided that became a Subsidiary the following conditions are satisfied: 1) the subordination of the Parent owning Guaranty is a direct or indirect interest in the Borrower since the date requirement of the most recent Compliance Certificate lender or other third party financing source to provide the financing to the Guarantor; and 2) at the time of Landlord’s execution of such subordination agreement, (ya) substantially concurrently with neither Tenant nor any Subsidiary Guarantor is then in default of its obligations under the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Lease or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guaranty; and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that neither Tenant nor any Guarantor has defaulted on its obligations under either the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Lease or any Guaranty so long as: more than two (i2) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under times during the immediately preceding subsection prior six (a6) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasemonth period.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower Industries shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying of its Subsidiaries in favor existence as of the Administrative Agent , Closing Date and each Subsidiary newly acquired or formed by Industries or any Subsidiary of Industries after the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. Closing Date to (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person such existing, newly formed or acquired Subsidiary which is a Domestic Subsidiary, duly execute and deliver a Guaranty substantially in the form of Exhibit A-1 hereto and (b) with respect to any such existing, newly formed or acquired Subsidiary which is a Foreign Subsidiary, duly execute and deliver a Guaranty substantially in the form of Exhibit A-2 hereto or, if Industries and its Subsidiaries determine in their reasonable judgment that became either (i) Industries and its Subsidiaries on a consolidated basis would suffer material adverse tax consequences as a direct result of such Foreign Subsidiary entering into such Guaranty or (ii) that execution and delivery of such Guaranty by such Foreign Subsidiary would be illegal under the laws of the Parent owning a direct or indirect interest jurisdiction of organization of such Foreign Subsidiary, then such Foreign Subsidiary shall execute an Intercompany Note in favor of Group to be pledged pursuant to the Borrower since Pledge Agreement, except that (A) with the date prior written consent of the most recent Compliance Certificate or (y) substantially concurrently with Required Lenders, such consent not to unreasonably be withheld, any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower created in connection with a joint venture between Industries or any Subsidiary and an unaffiliated third party shall not be required by this Section 6.28 to execute a Guaranty or revolving note, (B) any Subsidiary with assets less than or equal to $15,000,000 (a "Non-Guarantor Subsidiary") shall not be required by this Section 6.28 to execute a Guaranty or an Intercompany Note; provided, that, if at any time, the sum of the Borrower owning directly assets of all Non-Guarantor Subsidiaries shall exceed, in the aggregate, $55,000,000, Industries shall cause all such Subsidiaries which are Non-Guarantor Subsidiaries promptly after the time at which such excess arises or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver is created to the Administrative Agent each of the following: (i) execute a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently or Intercompany Note in accordance with the delivery requirements of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, this Section 6.28 and (iiiC) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaseneither Beleggingsmaatschappij Interrub B.V., a Subsidiary Guarantor from organized under the laws of the Netherlands ("PFIC") nor WAL shall be required by this Section 6.28 to execute a Guaranty or an Intercompany Note so long as: as PFIC and WAL, respectively, do not engage in any activity other than those incidental to its acting as a holding company, do not incur, assume or become liable with respect to any Indebtedness and do not own or hold any assets other than stock of other Subsidiaries (iand immaterial assets incidental to such purpose) such Subsidiary and so long as no Investment is made in PFIC or WAL and no assets are transferred to PFIC or WAL, in any case by Industries or any of its Subsidiaries after the date hereof; provided, further, that if any Guarantor is not otherwise required shall cease to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of any transaction permitted hereby, then so long as no Default shall have occurred and be continuing, such release, including without limitation, a Default or Event Guarantor shall be released from its Obligations under the applicable Guaranty promptly following the request of Default resulting from a violation Group and any notes of any such Guarantor pledged for the benefit of the covenants contained in Section 8.14; and (iv) the Administrative Agent Lenders shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseconcurrently released.

Guaranties. Pursuant In the event that any entity becomes an affiliate of Tenant after the Execution Date which entity conducts business in cannabis industry (each, a “New Guarantor”), Tenant shall promptly cause such New Guarantor to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary execute a Guaranty or an addendum thereto in the form attached hereto as Exhibit D and deliver such executed Guaranty to Landlord. Any failure by Tenant to provide such Guaranty within thirty (30) days following the Subsidiary Guaranty, the Parent formation of such New Guarantor shall be deemed a material default under this Lease. The obligations of each Guarantor shall be joint and the Borrower several and Tenant shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that deliver such Subsidiary Guaranty further documentation as may be released reasonably required to confirm such Guarantor’s full and reinstated in accordance unconditional guaranty of Tenant’s obligations under this Lease. For purposes of this Section 33, an “entity affiliated with its terms. Tenant” shall mean any entity (a) that is a subsidiary of Tenant, or (b) that Tenant holds an equity interest in, directly or indirectly; provided that, Landlord shall be entitled to seek recourse only against the interests of Tenant in any such New Guarantor, and the form of Guaranty shall be conformed accordingly for any such New Guarantor. Notwithstanding anything in this Lease or the applicable Guaranty to the contrary in this Agreement contrary, Landlord agrees to execute a commercially reasonable form of subordination agreement that subordinates Landlord’s rights under a Guaranty to an institutional lender’s or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, third party financing source’s rights with respect to any Person a contemplated financing by the applicable Guarantor, provided that became a Subsidiary the following conditions are satisfied: 1) the subordination of the Parent owning Guaranty is a direct or indirect interest in the Borrower since the date requirement of the most recent Compliance Certificate lender or other third party financing source to provide the financing to the Guarantor; and 2) at the time of Landlord’s execution of such subordination agreement, (ya) substantially concurrently with neither Tenant nor any Subsidiary Guarantor is then in default of its obligations under the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Lease or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guaranty; and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that neither Tenant nor any Guarantor has defaulted on its obligations under either the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Lease or any Guaranty so long as: more than two (i2) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under times during the immediately preceding subsection prior six (a6) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasemonth period.

Guaranties. Pursuant (a) Subject to the Parent terms and conditions set forth herein, upon the request of Genesis OLP, Salomon Inc shall, during the Availability Period (i) issue Guaranties to third parties from time to time with respect to Crude Oil Contracts on behalf of Genesis OLP and (ii) issue Guaranties as soon as reasonably practicable in substitution for guaranties outstanding on the date hereof issued by Basis, Xxxxxx or their Affiliates in connection with Crude Oil Contracts entered into prior to the date hereof, in each case on terms reasonably acceptable to Salomon Inc and generally consistent with its prior practices with respect to Basis. (b) The obligations of Salomon Inc pursuant to Section 2.1(a) shall be subject to the following limitations: (i) If (A) Genesis LLC is removed as General Partner of Genesis OLP for any reason without the prior written consent of Salomon Inc, (B) Salomon Inc assigns its obligations hereunder pursuant to Section 8.7 hereof, or (C) Salomon Inc's obligations hereunder are terminated pursuant to Section 8.6 hereof, then Salomon Inc shall have no further obligation hereunder to issue, substitute, keep in effect or available or amend any Guaranty hereunder and shall have the right to cancel in all respects all outstanding Guaranties with respect to any transaction entered into from and after the date of such removal. In addition, Genesis OLP shall promptly obtain full and complete releases of Salomon Inc from all outstanding Guaranties and all related liabilities and obligations; (ii) Salomon Inc shall have no obligation hereunder to issue, substitute or amend any Guaranty hereunder if, at such time, the Guaranty Exposure at such time exceeds the Maximum Credit Support Amount or if, immediately after the issuance, substitution or amendment of such Guaranty, the Parent Guaranty Exposure would exceed the Maximum Credit Support Amount; (iii) Salomon Inc shall unconditionally Guarantee have no obligation hereunder to issue or keep in favor of effect or available any Guaranty hereunder with a term extending beyond December 31, 1999; (iv) no Scheduled Obligation shall require payment or performance by Genesis OLP on a date later than December 31, 1999, unless on such date the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum relating thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be is released and reinstated canceled in accordance with its termsall respects and Salomon has no further liabilities or obligations in respect of such Scheduled Obligation from and after such date; and (v) Salomon Inc shall have no obligation hereunder to provide or extend any Guaranty beyond the amounts or after the periods specified herein (or such earlier date as Guaranties have been terminated pursuant to Article VII). (ac) Genesis OLP shall not permit the Guaranty Exposure at any time to exceed the Maximum Credit Support Amount at such time. Upon termination of the Guaranty Facility Commitment pursuant to this Section 2.1, if any Guaranties remain outstanding, Genesis OLP shall immediately deposit in an account with the Collateral Agent an amount in cash equal to the Guaranty Exposure at such time as collateral with respect to the outstanding Guaranties. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentAgreement, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering Genesis OLP will not enter into any Guarantee of Indebtedness of the ParentGuaranteed Contract or schedule any Scheduled Obligation at any time if, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parentaction, the Borrower or any Subsidiary of Guaranty Exposure would exceed the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of Maximum Credit Support Amount at such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasetime.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything The Borrower will cause (i) each Subsidiary that delivers a guarantee, or otherwise incurs a Contingent Obligation, to any Person (other than to another Subsidiary or the Borrower) in respect of any Material Indebtedness to concurrently execute and deliver to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, Agent a Guaranty with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentall Obligations, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Rate Management Obligations and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such SubsidiaryBanking Services Obligations, (ii) concurrently each Domestic Subsidiary to promptly, and in any event within 30 days when required by this clause (ii), execute and deliver to the Agent a Guaranty with the delivery of each Compliance Certificate a comprehensive list of respect to all GuarantorsObligations, which identifies the joining Rate Management Obligations and departing entitiesBanking Services Obligations, and (iii) the items that would have been delivered under subsections (iii) each Subsidiary of any Foreign Subsidiary Borrower, if any, and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Dateany other Foreign Subsidiary, in form and substance substantially consistent with such items delivered on all cases if requested by the Closing Date or otherwise reasonably satisfactory Agent, to the Administrative Agentextent they can legally do so without incurring a material tax liability and to the extent they are not prohibited by a restriction permitted under Section 6.23 hereof, to promptly execute and deliver to the Agent a Guaranty with respect to all Obligations, Rate Management Obligations and Banking Services Obligations of such Foreign Subsidiary Borrower. (b) The Borrower will cause each Subsidiary required to deliver a Guaranty hereunder, to also deliver, together with the delivery of such Guaranty, such other documents, opinions and information as the Agent may request in writing require regarding such Subsidiary and the enforceability of such Guaranty. (c) The Lenders acknowledge and agree that the Administrative Agent releasemay discharge and release any Subsidiary from a Guaranty to which it is a party pursuant to the written request of the Borrower, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: provided that (i) such Subsidiary Guarantor has been, or is not otherwise required to be a party being simultaneously, released and discharged as an obligor and guarantor under and in respect of all Material Indebtedness and the Borrower so certifies to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); Lenders in a certificate which accompanies such request for release and discharge, (ii) such Subsidiary Guarantor no longer Guarantees Guaranty is not required under Section 6.19(a) and (or which Guarantee is being substantially concurrently releasediii) any other Indebtedness at the time of the Parentsuch release and discharge, the Borrower shall deliver a certificate to the Agent the effect that no Default or Unmatured Default exists. (d) The Borrower agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Borrower owning directly or indirectly of any Unencumbered Property, (iii) no Default Subsidiary as consideration for or Event as an inducement to the entering into by any such creditor of Default shall then be in existence any release or would occur as a result discharge of any Guarantor with respect to any liability of such releaseGuarantor as an obligor or guarantor under or in respect of Material Indebtedness, including without limitationunless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Lenders. (e) Notwithstanding the foregoing, the Borrower shall not be obligated to cause certain Subsidiaries to deliver the Guaranties required under this Section 6.19 or cause the pledge of the Capital Stock of certain Foreign Subsidiaries to the extent that all such Subsidiaries that have not delivered the Guaranties required under this Section 6.19 and all such Foreign Subsidiaries (excluding all Foreign Subsidiaries organized under the laws of India or China) that do not have 65% or more of their Capital Stock pledged under Section 2.26(a)(i) would not constitute a Default Significant Subsidiary if considered as one Subsidiary. In making such determination under this Section 6.19(e), the assets or Event of Default resulting from a violation income of any Subsidiary shall be determined using the consolidated assets and income of the covenants contained in Section 8.14; such Subsidiary and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseits subsidiaries.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything The Buyer shall use its reasonable best efforts (both before and after the Closing) to the contrary in this Agreement or any other Loan Documentobtain, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date case of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: guaranties set forth on Section 7.16 of the Seller Disclosure Schedules (each, an “Existing Seller Guaranty”) either (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list full and unconditional release of all Guarantorsof the obligations of the Seller or its Affiliates, which identifies the joining and departing entitiesas appropriate, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing DateExisting Seller Guaranty, in a form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentSeller or (ii) a substitute guaranty so that the Buyer is substituted in place of the Seller or its Affiliates, as appropriate, of all of the obligations of the Seller or such Affiliates under such Existing Seller Guaranty such that the Seller or such Affiliates may terminate such Existing Seller Guaranty upon notice, without further obligation to the Seller or such Affiliates (each of (i) or (ii), a “Seller Release”). (b) The Borrower may request in writing that In the Administrative Agent releaseevent the Buyer has not, and upon receipt as of such request the Administrative Agent shall releaseClosing, obtained a Subsidiary Guarantor from the Guaranty so long as: Seller Release with respect to any Existing Seller Guaranty, (i) the Buyer shall defend, indemnify and hold harmless each of the Seller and its Affiliates (other than the Company) and their respective Representatives from and against any and all losses, liabilities, damages, obligations, payments, costs, Taxes and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys’ fees and reasonable disbursements in connection therewith) incurred by the Seller or any of such Subsidiary Guarantor is not otherwise required to be a party Affiliates or their respective Representatives arising out of or relating to the performance of such Existing Seller Guaranty under from and after the immediately preceding subsection (a) (after giving effect to clause (ii) hereof)Closing; (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, Buyer shall not permit the Borrower Company or any Subsidiary of its respective Affiliates to (A) renew or extend the Borrower owning directly term of, (B) increase the obligations under, or indirectly (C) transfer to another third party, any Unencumbered Propertyloan, lease, contract or other obligation for which the Seller or any of its Affiliates (other than the Company) is or would reasonably be expected to be liable under such Existing Seller Guaranty; (iii) no Default in the event the Seller or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of its Affiliates (other than the covenants contained Company) has performance obligations under any Existing Seller Guaranty, the Buyer shall (1) perform such obligations on behalf of the Seller or such Affiliates or (2) otherwise take such action as reasonably requested by the Seller so as to put the Seller or such Affiliates in Section 8.14the same position as if the Buyer, and not the Seller or such Affiliates, had performed or was performing such obligations; and (iv) the Administrative Agent Buyer shall have received such written request at least five (5) Business Days (cause the Company or such shorter period its Affiliates, as may be acceptable appropriate, as soon as is reasonably practicable, to give notice to the Administrative Agent) counterparty of the underlying contract or agreement related to such Existing Seller Guaranty of its election to terminate such underlying contract or agreement at the end of the required notice period with respect to such termination; provided, however that the Seller and its Affiliates shall not be required to terminate any contract or agreement prior to the requested date six-month anniversary of release. Delivery the Closing Date and provided further, however, that each underlying contract or agreement which permits termination upon twelve month’s notice or less shall be terminated by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as thirteen-month anniversary of the requested date of releaseClosing Date.

Guaranties. Pursuant to the Parent GuarantyBorrower shall not, the Parent and shall unconditionally Guarantee not cause or permit any Guarantor to, guaranty, become liable in favor any way as surety, endorser (other than as endorser of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty negotiable instruments for deposit or an addendum thereto collection in the form attached to the Subsidiary Guarantyordinary course of business), the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent accommodation endorser or otherwise for Guaranteed Indebtedness, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. other than (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date ordinary course of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the followingbusiness: (i) a joinder to Borrower may guarantee the Subsidiary Guaranty executed by such obligations of any Guarantor or any other Subsidiary, and (ii) concurrently any Guarantor may guarantee (A) the obligations of Borrower or (B) the obligations of other Guarantor or any other Subsidiary, in each case for any obligation other than obligations for borrowed money, (b) each Guarantor may provide an unsecured guaranty of up to Fifty Million Dollars ($50,000,000) of Borrower’s principal Indebtedness arising under the Xxxxx Fargo Line of Credit plus accrued and unpaid interest on such amount, (c) guaranties in favor of bonding companies in connection with obligations under bonding contracts entered into in the delivery ordinary course of each Compliance Certificate a comprehensive list business, pursuant to which such bonding companies issues bonds or otherwise secures performance of all GuarantorsBorrower and Subsidiaries for the benefit of their customers and contract counterparties, which identifies (d) guarantees made by Borrower for the joining account of Subsidiaries with respect to liabilities under Hedge Agreements with nationally recognized financial institutions reasonably satisfactory to Bank pursuant to bona fide hedging transactions and departing entitiesnot for speculation; (e) unsecured guarantees by Borrower of secured or unsecured indebtedness of SPML to International Finance Corporation in an aggregate amount (when added to Indebtedness of the type described in clause (vi) of the definition of Permitted Indebtedness) not to exceed, at any time, Seventy Five Million Dollars ($75,000,000), subject to the terms of such clause (vi), and (iiif) the items guaranties of liabilities that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such constitute Permitted Indebtedness. In no event shall any Foreign Subsidiary had been provide a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent guaranty with such items delivered on the Closing Date or otherwise reasonably satisfactory respect to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as Guarantor unless a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable like guaranty is provided to Bank with respect to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseObligations.

Guaranties. Pursuant Each Subsidiary Guarantor hereby ----------- unconditionally guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 4.08 and 8.01 and in the definition of "Unrestricted Subsidiary", the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Pursuant Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guaranty Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or an addendum thereto in interest on any Obligation when and as the form attached same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to the Subsidiary Guarantyperform or comply with any other Obligation, the Parent and the Borrower shall cause each Subsidiary Guarantor hereby promises to execute a Subsidiary Guaranty unconditionally guarantying and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Company to the contrary Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaserights under this Section. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.77

Guaranties. Pursuant No Borrower shall, nor shall the Company cause or permit any Other Subsidiary to, make, issue, or become liable on (or, in the case of any Borrower, apply to the Parent Bankruptcy Court for authority to make, issue or become liable on without the Agent's prior written consent, provided that any application consented to by the Agent shall be abandoned and withdrawn at the request of the Agent or if the consent of the Lenders required hereunder to the taking of the action(s) to which such application relates is not obtained) any Guaranty, except (a) Guaranties of the Parent shall unconditionally Guarantee Obligations in favor of the Administrative Agent; (b) Guaranties outstanding on the date hereof and listed on Schedule 6.7 and including, in the Lenders and any Specified Derivatives Providers the full payment and performance case of the ObligationsOther Subsidiaries, renewals. Pursuant extensions and refinancings of such Guaranties to the extent of the amount of such Guaranties as of the date hereof; (c) Guaranties by any Other Subsidiary Guaranty or an addendum thereto arising in the form attached to ordinary course of business; (d) unsecured Guaranties by any Borrower of Debt or other obligations of any Borrower other than Guaranties of Debt or other obligations of any other Borrower existing on the Filing Date; (e) unsecured Guaranties by any Borrower of Debt or other obligations of any Other Subsidiary Guaranty, incurred in the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor ordinary course of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance business of the Obligationssuch Other Subsidiary; provided, however, that such Subsidiary Guaranty may be released the aggregate amount of Debt or other obligations guarantied shall not exceed at any time outstanding $50,000,000; (f) unsecured Guaranties by any Borrower of (1) obligations of Affiliated Entities to manufacture and reinstated deliver goods in accordance with its terms. the ordinary course of business and (a2) Notwithstanding anything to obligations of Affiliated Entities that are product warranties given in the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery ordinary course of each Compliance Certificate, business with respect to such goods, or are in the nature of, and not exceeding in general scope, product warranties that would otherwise be given in the ordinary course of business with respect to such goods; provided, that the aggregate amount of obligations guarantied pursuant to this clause (f) shall not exceed $25,000,000; (g) Guaranties by any Person that became a Other Subsidiary of the Parent owning a direct Debt or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation obligations of any of the covenants contained in Section 8.14Affiliated Entity; and (ivh) additional Guaranties (which, in the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent case of any such request Borrower shall constitute a representation by be unsecured and shall exclude guaranties of Debt or other obligations of the Parent and Borrowers existing on the Borrower that the conditions set forth Filing Date) not exceeding (1) in the preceding sentence are or will be satisfied as case of the requested date Borrowers, together with, without duplication, the Debt of releasethe Borrowers permitted under Section 7.12(i)(1), $150,000,000 in aggregate principal amount at any time outstanding and (2) in the case of the Other Subsidiaries, together with, without duplication, the Debt of the Other Subsidiaries permitted under Section 7.12(i)(2), $75,000,000 in the aggregate principal amount at any time outstanding.

Guaranties. Pursuant Borrower agrees to obtain, for the Parent Guarantyratable benefit of the Lenders, the Parent shall unconditionally Guarantee in favor guaranty or guaranties, the form of which guaranty is attached as Exhibit 5A, of any wholly owned consolidated domestic subsidiary of Borrower, other than an Excluded Consolidated Subsidiary, that is a Material Subsidiary (collectively, the “Guarantors”); provided that, if at any time the aggregate amount contributed to Consolidated EBITDA by all direct or indirect consolidated subsidiaries of Borrower that are not Guarantors or Excluded Consolidated Subsidiaries exceeds twenty-five percent (25%) of Consolidated EBITDA as of the Administrative Agentend of any such fiscal quarter, or the assets of all direct or indirect consolidated subsidiaries of Borrower that are not Guarantors or Excluded Consolidated Subsidiaries exceeds twenty-five percent (25%) of the gross assets of Borrower and its consolidated subsidiaries as of the end of any fiscal quarter, Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Lenders Agent) shall designate sufficient consolidated subsidiaries of Borrower that are domestic subsidiaries and any Specified Derivatives Providers that are not Excluded Consolidated Subsidiaries as Guarantors to eliminate such excess, and each such designated consolidated subsidiary of Borrower that is a domestic subsidiary shall provide the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in aforementioned guaranty, the form of which is attached to the Subsidiary Guarantyas Exhibit 5A, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute for all purposes of this Agreement constitute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the ObligationsGuarantor; provided, howeverthat no foreign subsidiary shall be required to become a Guarantor, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything even if the Borrower is unable to satisfy the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became foregoing requirement based upon guarantees made by domestic subsidiaries. Exhibit 5B contains a Subsidiary list of the Parent owning a direct or indirect interest in the wholly owned consolidated subsidiaries of Borrower since required to be Guarantors as of the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentthis Agreement. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Either the Tanger Guarantor or the Blackstone Guarantor or both (each a "Guarantor" and collectively the "Guarantors") may be required to provide to the contrary in this Agreement or any other Loan Document, Existing Lender a recourse carve-out guarantee (x"Guaranty") concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary one or more of the Parent owning a direct or indirect interest items set forth on Schedule E (the "Recourse Obligations") in connection with the Borrower since the date assumption of the most recent Compliance Certificate Existing GMAC Loan by the Property Entities. The Blackstone Member shall indemnify and hold the Tanger Guarantor harmless to the extent that any loss, claim, damage or liability (y"Loss") substantially concurrently with any Subsidiary of the Parent (other than Tanger Guarantor under such Guaranty is caused by the Borrower) entering into any Guarantee of Indebtedness willful misconduct, gross negligence, fraud or criminal conduct of the Parent, the Borrower Blackstone Member or any Subsidiary of its Affiliates. The Tanger Member shall indemnify and hold the Blackstone Guarantor harmless to the extent that any Loss of the Borrower owning directly Blackstone Guarantor under such Guaranty is caused by the willful misconduct, gross negligence, fraud or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each criminal conduct of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery Tanger Member or any of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentits Affiliates. (b) The Borrower may request If such Loss does not result from the willful misconduct, gross negligence, fraud or criminal conduct of the Blackstone Member, the Tanger Member or their respective Affiliates (a "Mutual Loss Event"), then each Member's liability in writing that connection with such Loss shall be equal to such Member's Sharing Percentage of the Administrative Agent releaseLoss (its "Proportionate Liability Amount"). If any Guarantor ("Indemnified Guarantor") pays more than its affiliated Member's Proportionate Liability Amount under any of the Guarantees in connection with a Mutual Loss Event (the "Excess Amount"), then the Member affiliated with the other Guarantor shall indemnify and upon receipt of hold harmless such request the Administrative Agent shall release, a Subsidiary Indemnified Guarantor from and against such Excess Amount and all payments, costs and expenses (including reasonable attorneys' fees) which are incurred by the Guaranty so long as: Indemnified Guarantor in enforcing its rights under this Section. (c) The Tanger Member and the Blackstone Member each hereby covenant and agree that it shall not engage in any conduct or action that would violate any of the Recourse Obligations. (d) The Tanger Guarantor and the Blackstone Guarantor shall each provide the Existing Lender with all information in its possession or readily obtainable relating to such Guarantor's respective financial condition which is requested by the Existing Lenders in connection with the assumption of the Existing Loan by the Property Entities. (e) The Blackstone Guarantor shall execute and deliver to the Tanger Member, the Blackstone Guaranty, whereby the Blackstone Guarantor shall guaranty the due performance of the obligations of the Blackstone Member under Section 3.3 and this Section 10.12. (f) The Tanger Guarantor shall execute and deliver to the Blackstone Member, the Tanger Guaranty, whereby the Tanger Guarantor shall (i) such Subsidiary Guarantor is not otherwise required to be a party to guaranty the Guaranty due performance of the obligations of the Tanger Member under the immediately preceding subsection (a) (after giving effect to clause Section 3.3 and this Section 10.12, and (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) indemnify the Blackstone Member for any other Indebtedness of Loss incurred by the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Blackstone Member after a Minimum Return Failure Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default any action taken by the Tanger Member or Event of Default resulting from a violation any Affiliate thereof to impair or delay implementation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery action by the Borrower to the Administrative Agent of any such request shall constitute a representation Company approved by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseBlackstone Member.

Guaranties. Pursuant (a) The payment by the Company of all amounts due with respect to the Parent Guaranty, Notes and the performance by the Company of its obligations under this Agreement and the Other Agreements will be absolutely and unconditionally guaranteed by the Parent shall unconditionally Guarantee Corporation pursuant to the guaranty set forth in SECTION 11 in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance holders of the Obligations. Pursuant to Notes (the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary "Parent Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent"). (b) The Borrower payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement and the Other Agreements will also be absolutely and unconditionally guaranteed by any Material Subsidiary of the Parent Corporation to the extent contemplated by and as provided in SECTION 9.1.7 (a "Constituent Company Guarantor") pursuant to a guaranty agreement in the form contemplated by said SECTION 9.1.7 (as the same may request in writing that the Administrative Agent releasebe amended, and upon receipt of such request the Administrative Agent shall releasemodified, extended or renewed, a Subsidiary Guarantor from "Constituent Company Guaranty") and the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required Parent Corporation shall have caused the Intercreditor Agreement to be a party have been executed and delivered to the Guaranty under extent contemplated by and as provided in said SECTION 9.1.7. (c) If and to the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (extent any instrument or which Guarantee is being substantially concurrently released) any other Indebtedness agreement evidencing the direct or indirect liability of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Parent Corporation for the payment of any Qualified Parity Priority Indebtedness or indirectly any Unencumbered PropertyDesignated Priority Indebtedness (the "Corresponding Subsidiary Obligation") to which any Constituent Company Guaranty corresponds is released and discharged, (iii) the holders of the Notes agree that, upon the written notice of a Responsible Officer to the holders of the Notes evidencing that such Corresponding Subsidiary Obligation has been released and discharged and provided that no Default or Event of Default has occurred and is continuing, the obligations of the applicable Constituent Company Guarantor under the Constituent Company Guaranty to which such Corresponding Subsidiary Obligation relates shall automatically terminate (and upon the written request of a Responsible Officer, the holders of the Notes shall confirm in writing the termination of the applicable Constituent Company Guaranty); provided that in the event such Constituent Company Guarantor shall again become obligated .under or with respect to the previously discharged Corresponding Subsidiary Obligation, then be in existence or would occur as a result the obligation of such release, including without limitation, a Default or Event of Default resulting from a violation of any Constituent Company Guarantor under the Constituent Company Guaranty relating to such Corresponding Subsidiary Obligation shall ipso facto again benefit the holders of the covenants contained in Section 8.14; Notes on an equal and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasepro rata basis.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, Hedging Liability, and Bank Product Obligations shall at all times be guaranteed by the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders direct and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a indirect wholly-owned Domestic Subsidiary of the Parent owning a direct Borrowers pursuant to Section 12 hereof or indirect interest in the Borrower since the date of the most recent Compliance Certificate pursuant to one or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, more guaranty agreements in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties” and each of the Parent and each such wholly-owned Domestic Subsidiary executing and delivering this Agreement as a Guarantor (including any wholly-owned Domestic Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 12 hereof) prior or a separate Guaranty being referred to herein as a “Guarantor” and collectively the “Guarantors”); provided that (a) except as set forth in Section 8.27 hereof, an Immaterial Subsidiary shall not be required to become a party to the requested date of release. Delivery by the Borrower Loan Documents as a Subsidiary Guarantor, (b) any Subsidiary (as identified in a written notice to the Administrative Agent of on or prior to the date hereof) that is prohibited by any contractual obligation existing on the Closing Date from guaranteeing the Obligations, Hedging Liability and Bank Product Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received (provided that the Borrowers and the applicable Subsidiaries shall only be required to expend commercially reasonable efforts to get any such request consent, approval, license or authorization but in any event shall constitute not be required to expend any funds in relation to obtaining any of the foregoing) or which would result in a representation material adverse tax consequence to the Borrowers or one of their respective Subsidiaries, as reasonably determined by the Parent Borrowers, shall not be required to be a Subsidiary Guarantor hereunder and (c) any Subsidiary where the Borrower that burden or cost of obtaining a guarantee from such Subsidiary outweighs the conditions benefit to the Lenders, as determined in the reasonable discretion of the Administrative Agent shall not be required to be a Subsidiary Guarantor hereunder, and (d) no Excluded Subsidiary shall be required to be a Subsidiary Guarantor hereunder. Any Domestic Subsidiary becoming a Subsidiary Guarantor shall at all times thereafter remain a Guarantor except as otherwise set forth in the preceding sentence are or will Section 12.3(b). Any Domestic Subsidiary that ceases to be satisfied as an Immaterial Subsidiary shall be required to become a Subsidiary Guarantor within ten (10) Business Days of the requested date of releaseoccurrence thereof.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything The Purchaser Guarantor absolutely, unconditionally and irrevocably guarantees the prompt payment of the Liquidated Damages if the conditions for payment are satisfied pursuant to Section 9.2(a). The foregoing obligation of the Purchaser Guarantor constitutes a continuing guarantee of payment and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor. The Sellers need not attempt to collect such obligation guaranteed hereunder from the Purchaser prior to enforcing their rights against the Purchaser Guarantor. The Purchaser Guarantor hereby waives (to the contrary in fullest extent permitted by applicable Law) notice of acceptance of this Agreement guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment, suit or taking of other action by the Sellers or any Affiliate thereof against, or any other Loan Documentnotice to, any party liable thereon (x) concurrently with including the delivery of each Compliance Certificate, Purchaser). Except with respect to any Person that became a Subsidiary the payment of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentLiquidated Damages, the Borrower Purchaser Guarantor is not guaranteeing any other obligation, liability or any Subsidiary agreement of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentPurchaser hereunder. (b) NYT absolutely, unconditionally and irrevocably guarantees the prompt payment and performance of all covenants, obligations, liabilities and agreements of the Sellers hereunder before and after Closing. The Borrower may request in writing that the Administrative Agent releaseforegoing obligation of NYT constitutes a continuing guarantee of payment and performance, and upon receipt is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of such request the Administrative Agent shall release, a Subsidiary Guarantor guarantor. The Purchaser need not attempt to collect any obligation guaranteed hereunder from the Guaranty so long as: Sellers prior to enforcing its rights against NYT. NYT hereby waives (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under fullest extent permitted by applicable Law) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment, suit or taking of other action by the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (Purchaser or which Guarantee is being substantially concurrently released) any Affiliate thereof against, or any other Indebtedness of the Parentnotice to, the Borrower or any Subsidiary of the Borrower owning directly or indirectly party liable thereon (including any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseSellers).

Guaranties. Pursuant (a) Xxxxxx Communications hereby guarantees to the Parent GuarantyBuyer and GateHouse Media, the Parent shall unconditionally Guarantee in favor of the Administrative Agentas a primary obligor, the Lenders and any Specified Derivatives Providers the full payment and performance by Sellers of their obligations under this Agreement and under each of the Obligations. Pursuant other agreements contemplated hereunder to which Sellers are a party (including without limitation, all amendments hereof and thereof), in each case, subject to the Subsidiary Guaranty terms, conditions and limitations hereof and thereof. Xxxxxx Communications hereby waives suretyship defenses, demand, payment, protest and notice of dishonor or an addendum thereto in the form attached nonperformance of any such obligations (other than any copies of notices required to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in delivered under this Agreement or any other Loan Documentto Xxxxxx Communications), (x) concurrently with the delivery and no consent of each Compliance Certificate, Xxxxxx Communications shall be required with respect to any Person that became a Subsidiary amendment or waiver of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent this Agreement (other than the Borrowerthis Section 10.19) entering into any Guarantee that is effected in accordance with this Agreement. The liability of Indebtedness Xxxxxx Communications under this Agreement by reason of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesthis Section 10.19 is primary, and (iii) the items that would have been delivered neither Buyer nor GateHouse Media shall be required to make any demand on Sellers for performance of any of its obligations under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Datethis Agreement, in form and substance substantially consistent with such items delivered on the Closing Date nor to exhaust any legal, contractual or otherwise reasonably satisfactory equitable remedies against Sellers, prior to the Administrative Agentproceeding against Xxxxxx Communications. (b) The Borrower may request in writing that GateHouse Media hereby guarantees to Sellers, as a primary obligor, payment and performance by Buyer of its obligations under this Agreement and under each of the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor other agreements contemplated hereunder to which Buyer is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default all amendments hereof and thereof), in each case, subject to the terms, conditions and limitations hereof and thereof. GateHouse Media hereby waives suretyship defenses, demand, payment, protest and notice of dishonor or Event nonperformance of Default resulting from a violation any such obligations (other than any copies of notices required to be delivered under this Agreement to GateHouse Media), and no consent of GateHouse Media shall be required with respect to any amendment or waiver of this Agreement (other than this Section 10.19) that is effected in accordance with this Agreement. The liability of GateHouse Media under this Agreement by reason of this Section 10.19 is primary, and neither Sellers nor Xxxxxx Communications shall be required to make any demand on Buyer for performance of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (its obligations under this Agreement, nor to exhaust any legal, contractual or such shorter period as may be acceptable to the Administrative Agent) equitable remedies against Buyer, prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseproceeding against GateHouse Media.