Common use of Guaranty of Obligations Clause in Contracts

Guaranty of Obligations. The Guarantor hereby guarantees, and becomes ----------------------- surety for, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount due to the Bank.

Guaranty of Obligations. By their execution of this Agreement, each of the Guarantors do hereby covenant and agree as follows: (i) The Guarantor hereby guaranteesGuarantors jointly, severally, unconditionally, irrevocably and absolutely, guarantee to the Secured Party that all indebtedness and other Obligations of Gulfstream (“Guaranteed Obligations”), will be promptly paid when due and performed in accordance with the terms and provisions thereof (and as they may be amended, extended or renewed from time to time) including, without limitation, the timely issuance of the Conversion Shares and payment of interest on all of the above amounts as agreed upon between Gulfstream and the Secured Party, and becomes ----------------------- surety forany and all renewals, extensions and rearrangements of all or any part of the prompt Guaranteed Obligations. This is a continuing guaranty and shall continue to apply without regard to the form or amount of indebtedness or obligation which Gulfstream may create, renew, extend or alter in whole or in part, without notice to the Guarantors. (ii) The obligations, covenants, agreements and duties of the Guarantors under this Guaranty shall not be released or impaired in any manner whatsoever, without the written consent of the Secured Party, including on account of any or all of the following: (A) any permitted assignment, endorsement or transfer, in whole or in part, of the Guaranteed Obligations, although made without consent of the Guarantors; (B) any waiver by any Secured Party of the performance or observance by either or both of Gulfstream or the Guarantors of any of the agreements, covenants, terms or conditions contained in any document evidencing, governing or securing the Guaranteed Obligations; (C) any extension of the time for payment and or performance of all loansor any portion of the Guaranteed Obligations; (D) the renewal, advancesrearrangement, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank modification or to any other direct amendment (whether material or indirect subsidiary of PNC Bank Corp., otherwise) of any kind duty, agreement or natureobligation of Gulfstream set forth in any document evidencing, present governing or future securing the Guaranteed Obligations; (including E) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of either or both of Gulfstream or the Guarantors; (F) any interest accruing thereon after maturityreceivership, insolvency, bankruptcy, reorganization or after other similar proceedings or lack of corporate power, affecting either or both of Gulfstream or the filing Guarantors or any of their assets; (G) any release, withdrawal, surrender, exchange, substitution, subordination or loss of any petition security or other guaranty at any time existing in bankruptcyconnection with all or any portion of the Guaranteed Obligations, or the commencement acceptance of any insolvency, reorganization additional or like proceeding relating to substitute property as security therefore; (H) the Borrower, whether release or not a claim for post-filing discharge of Gulfstream or post-petition interest is allowed in such proceeding), whether the Guarantors from the observance or not evidenced by any note, guaranty or other instrument, whether arising under performance of any agreement, instrument covenant, term or documentcondition contained in any document evidencing, governing or securing the Guaranteed Obligations; (I) any action which the Secured Party may take or omit to take by virtue of any document evidencing, governing or securing the Guaranteed Obligations or through any course of dealing with either or both of Gulfstream or the Guarantors; (J) the addition of a new guarantor or guarantors; (K) the operation of law or any other cause, whether similar or not dissimilar to the foregoing; (L) any adjustment, indulgence, forbearance or compromise that may be granted or given by the Secured Party to any party; (M) the failure by the Secured Party to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of Gulfstream; (N) if the recovery from Gulfstream becomes barred by any statute of limitations or is otherwise prevented; (O) any defenses, set-offs or counterclaims which may be available to Gulfstream; or (P) any neglect, delay, omission, failure or refusal of the Secured Party to take or prosecute any action for the payment collection of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due Guaranteed Obligations or to become due, now existing foreclose or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and take or prosecute any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in documentation, negotiation, modification, enforcement, collection or otherwise action in connection with any lien, right of security (including perfection thereof), existing or to exist in connection with, or as security for, any of the foregoingGuaranteed Obligations, including reasonable attorneys' fees and expenses it being the intention hereof that the Guarantors shall remain liable as principals on the Guaranteed Obligations, notwithstanding any act, omission or thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of any Guarantor. (hereinafter referred to collectively iii) In the event of default by Gulfstream in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the "Obligations"). If result of the Borrower defaults under exercise of any such Obligationspower to accelerate, the Guarantor will Guarantors shall, without notice or demand, and without any notice having been given to the Guarantors of the acceptance by any Secured Party of this Guaranty and without any notice having been given to the Guarantors of the creating or incurring of such indebtedness, pay the amount due thereon to the BankSecured Party, at its office, or at such other place as may be designated in writing by such Secured Party, and it shall not be necessary for any Secured Party, in order to enforce such payment by the Guarantors, first, to institute suit or exhaust its remedies against Gulfstream or others liable on such indebtedness, or to enforce its rights against any security which shall ever have been given to secure such indebtedness. (iv) Notice to the Guarantors of the acceptance of this Guaranty and of the making, renewing or assignment of the Guaranteed Obligations and each item thereof, are hereby expressly waived by the Guarantors. (v) Each payment on the Guaranteed Obligations shall be deemed to have been made by Gulfstream unless express written notice is given to the Secured Party at the time of such payment that such payment is made by the Guarantors as specified in such notice. (vi) If the Guaranteed Obligations at any time exceeds the amount permitted by law, or Gulfstream is not liable because the act of creating the Guaranteed Obligations is ultra vxxxx, or the officers or persons creating the Guaranteed Obligations acted in excess of their authority, and for these reasons the Guaranteed Obligations which the Guarantors agree to pay cannot be enforced against Gulfstream, such fact shall in no manner affect the Guarantors’ liability hereunder, but the Guarantors shall be liable under this Guaranty notwithstanding that Gulfstream is not liable for the Guaranteed Obligations, and to the same extent the Guarantors would have been liable if the Guaranteed Obligations had been enforceable against Gulfstream. (vii) In the Event of Default by Gulfstream, as such term is defined in the Investment, and if any such Event of Default shall occur at a time when any of the Guaranteed Obligations may not then be due and payable, such Guaranteed Obligations, at the option of the Secured Party, shall thereupon be deemed to be immediately due and payable in full, and the Guarantors shall pay to the Secured Party forthwith the full amount which would be payable hereunder if all Guaranteed Obligations were then due and payable. (viii) This Guaranty is for the benefit of the Secured Party, their permitted successors and assigns, and in the event of an assignment by any Secured Party, its permitted successors or assigns, of the Guaranteed Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. (ix) No modification, consent, amendment or waiver of any provision of this Guaranty, nor consent to any departure by any Guarantor therefrom, shall be effective unless the same shall be in writing and signed by an officer of the Secured Party and Guarantor, and then shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantors in any case shall, of itself, entitle the Guarantors to any other or further notice or demand in similar or other circumstances. No delay or omission by any Secured Party in exercising any power or right hereunder shall impair any such right or power or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such power preclude other or further exercise thereof, or the exercise of any other right or power hereunder. All rights and remedies of the Secured Party hereunder are cumulative of each other and of every other right or remedy which the Secured Party may otherwise have at law or in equity or under any other contract or document, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. In this Guaranty, whenever the context so requires, the singular number includes the plural, and conversely (x) Should the Guarantors be permitted to raise usury as a defense under applicable law, then no provision herein or in the Transaction Documents shall require the payment or permit the collection of interest in excess of the maximum permitted by law. Should such defense be available, the Guarantors shall not be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted by law as to the Guarantors. Should the Guarantors be permitted to raise the usury defense and prevail, the Transaction Documents shall be held subject to reduction of the interest charged to the amount allowed under said usury laws as now or hereafter construed by the courts having jurisdiction. The parties agree that New York State law shall control as to this issue.\ (xi) The Guarantors acknowledge and warrant that they have derived or expect to derive financial and other advantage and benefit, directly or indirectly, from the Guaranteed Obligations and each and every advance thereof and from each and every renewal, extension, release of collateral or other relinquishment of legal rights made or granted or to be made or granted by the Secured Party to Gulfstream. (xii) Each Guarantor hereby warrants and represents to the Secured Party that: (A) Such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a material adverse effect. Such Guarantor has the corporate or other requisite power and authority to execute and deliver this Guaranty and to perform the provisions hereof. (B) This Guaranty has been duly authorized by all necessary action on the part of such Guarantor, and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms. (C) The execution, delivery and performance by such Guarantor of this Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any lien, claim or encumbrance in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws or other organizational document, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to such Guarantor or (iii) violate any provision of any statute or other rule or regulation of any governmental authority applicable to such Guarantor. (D) No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery or performance by such Guarantor of this Guarantee. (xiii) If, for any reason whatsoever, Gulfstream now or hereafter becomes indebted to the Guarantors, such indebtedness and all interest thereon, shall, at all times, be subordinate in all respects to the Transaction Documents, and the Guarantors shall not be entitled to enforce or receive payment thereof until the Guaranteed Obligations has been fully paid and satisfied. Notwithstanding anything to the contrary contained in this Guaranty or any payments made by the Guarantors hereunder, the Guarantors shall not have any right of subrogation in or under the Transaction Documents or to participate in any way therein, or any right, title or interest in and to any mortgaged property or any collateral for the Guaranteed Obligations, all such rights of subrogation and participation being hereby expressly waived and released, until the Guaranteed Obligations has been fully paid and satisfied. (d) Debtor will perform and comply in all material respects with all obligations in respect of the Collateral and all other agreements to which it is a party or by which it is bound relating to the Collateral.

Guaranty of Obligations. The (a) Subject to and limited by the provisions of subsection 2.01(d) hereof, the Guarantor hereby guaranteesabsolutely and unconditionally guarantees the punctual payment when due (whether at stated maturity, by acceleration or call for redemption or otherwise), in lawful money of the United States of America, of all of the following (collectively the "Obligations"): (1) all commissions, fees, charges and costs becoming due and payable under the Credit Agreement in accordance with the terms thereof; (2) all amounts becoming due and payable under the Revolving Note (including without limitation principal, interest, late charges, and becomes ----------------------- surety forinterest on overdue amounts); (3) all amounts becoming due and payable under the Credit Agreement and all future advances and amounts becoming due and payable under the Revolving Note; (4) all late charges and all interest on late payments becoming due and payable under the Credit Agreement and the Revolving Note; (5) all amounts becoming due and payable under the Credit Agreement and the Revolving Note upon the occurrence and continuance of an event of default under the Credit Agreement; (6) all other amounts becoming due and payable by the Borrower under the Credit Agreement and the Revolving Note; (7) all other indebtedness, the prompt payment obligations (including obligations of performance) and performance liabilities of all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank or to any other Credit Obligor of every kind and description whatsoever, direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation)indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter incurred, contracted or arising, including without limitationor acquired by the Credit Obligor from any source, all debtsjoint or several, liabilitiesliquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced or whether they are evidenced by any agreement or instrument, and obligations arising under that certain letter agreement dated March 21whether incurred as maker, 1997endorser, as amended between Borrower surety, guarantor or otherwise, and Bank (collectively, "Credit Agreement") any and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, restatements, and renewals or increases and all costs and expenses of the Bank incurred in documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees same; and (8) all renewals and expenses (hereinafter referred to collectively as extensions of any or all the "Obligations"). If obligations of the Borrower defaults under described in paragraphs (1) through (7) above (including without limitation any such renewal or extension of, and any substitute for, the Revolving Note), whether or not any renewal or extension agreement is executed in connection therewith. (b) The guaranty set forth in this Section is an absolute and irrevocable guaranty of payment and not of collectibility or performance and is in no way conditioned or contingent upon any attempt to collect from the Borrower or any other Person, or to realize upon any Property subject to the Lien of the Credit Documents, or upon any other direct or indirect security for the Bonds or the Obligations, or resort to any other remedies. (c) Each default in payment of any amount of the Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. (d) By acceptance hereof, the Credit Obligor covenants and agrees that, anything herein or in the Credit Obligor Financing Documents to the contrary notwithstanding, the obligations of, and recourse against, the Guarantor will pay for payment of any amounts pursuant to this Agreement shall be limited to and shall not exceed the amount Maximum Guaranteed Percentage of such amounts, as determined on the basis of the aggregate amounts described in Section 2.01(a) or otherwise due hereunder which are outstanding at the time demand for payment thereof is made in accordance herewith, without regard to the Bankor taking into account any demand upon, or payment or contribution by, any other Financing Participant with respect to such amounts.

Guaranty of Obligations. The Guarantor hereby guaranteesSubject to the limitations contained herein, the Guarantors hereby, jointly and severally, unconditionally guarantee the prompt payment of the Obligations, as hereinafter defined, and becomes ----------------------- become surety for, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future thereof (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities; which arise out of or in connection with the Loan from the Lenders to the Borrower; provided that notwithstanding anything to the contrary contained herein or elsewhere, and obligations arising under that certain letter agreement dated March 21for the avoidance of doubt, 1997the Guarantors guarantee, as amended between Borrower and Bank liability pursuant hereto with respect to the Obligations, shall not in any event exceed the amount of One Million Dollars (collectively, "Credit Agreement"$1,000,000) and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") “Guaranteed Amount”); and any amendments, extensions, renewals or increases and all costs and expenses of the Bank Lenders (including reasonable attorneys' fees and expenses) incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses the Notes, as more fully set forth herein (hereinafter referred to collectively as collectively, the "“Obligations"”). If the Borrower defaults under any such Obligations, the Guarantor Guarantors will pay the amount due to the BankLenders. If the Borrower defaults under any such Obligations, the Guarantors will pay the Guaranteed Amount to the Lenders. The Guaranteed Amount shall be reduced by any amounts which the Lenders may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity, other than the Guarantors primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Lenders’ rights with respect to any collateral for the Obligations or any part thereof, on a pro rata basis in proportion to amounts realized by the Lenders with respect to amounts due under the Notes. Solely for purposes of illustration, if the aggregate amount outstanding under the Notes is $3,500,000 and the Borrower repays $1,400,000 of such amount, the Guaranteed Amount shall be reduced by $400,000 to $600,000. Payments made to the Lenders by the Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount.

Guaranty of Obligations. The Guarantor hereby unconditionally guarantees, as a primary obligor, and becomes ----------------------- surety for, the prompt payment and performance of all loans, advances, debts, liabilities, reimbursement and other obligations, covenants and duties owing by the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under the letter of credit facility established under that certain letter agreement Letter Agreement between the Borrower and the Bank dated March 21as of November ___, 19972006, as amended between Borrower and Bank (collectivelyhereafter amended, "modified or supplemental, the “Credit Agreement") ”), the Reimbursement Agreement for Letters of Credit from the Borrower in favor of the Bank dated as of November ___, 2006 (as hereafter amended, modified or supplemented, the “Reimbursement Agreement” and all other instruments, documents and agreements related thereto the Letters of Credit (collectively, with as defined in the Credit Agreement) heretofore or hereafter issue pursuant thereto, "Loan Documents") and any amendments, extensions, renewals and increases of or increases to the foregoing, and all costs and expenses of the Bank incurred in documentation, negotiation, modification, the enforcement, collection or and otherwise in connection with any of the foregoing, including reasonable attorneys' ’ fees and expenses (hereinafter referred to collectively as the "“Obligations"”); provided, however, that the Guarantor’s liability hereunder shall not exceed $5,000,000 in principal amount of the Obligations (consisting of the face amount of all then outstanding Letters of Credit and any reimbursement obligations with respect thereto or otherwise due at such time, as calculated on the date of acceleration or demand by the Bank), plus all interest thereon and all costs and expenses arising from the Obligations (the “Guaranteed Amount”). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount due Guaranteed Amount to the Bank. Until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner, whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Bank’s rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by the Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount.

Guaranty of Obligations. The Guarantor hereby unconditionally guarantees, as a primary obligor, and becomes ----------------------- surety for, the prompt payment and performance of all loans, advances, debts, liabilities, reimbursement and other obligations, covenants and duties owing by the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under the letter of credit facility established under Section 2.1(d) of that certain letter agreement dated March 21, 1997, as amended Credit Agreement between the Borrower and the Bank (collectivelyas the same has been amended through the date hereof, the "Credit AgreementCREDIT AGREEMENT") and all other instruments, documents and agreements related thereto the Revolving Credit Letters of Credit (collectively, with as defined in the Credit Agreement) issued pursuant to said Section 2.1(d), "Loan Documents") and any amendments, extensions, renewals and increases of or increases to the foregoing, and all costs and expenses of the Bank incurred in documentation, negotiation, modification, the enforcement, collection or and otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as the "ObligationsOBLIGATIONS"); provided, however, that the Guarantor's liability hereunder shall not exceed $5,000,000 in principal amount of the Obligations (consisting of the face amount of all then outstanding Revolving Credit Letters of Credit and any reimbursement obligations with respect thereto or otherwise due at such time, as calculated on the date of acceleration or demand by the Bank), plus all interest thereon and all costs and expenses arising from the Obligations (the "GUARANTEED AMOUNT"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount due Guaranteed Amount to the Bank. Until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner, whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by the Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount.

Guaranty of Obligations. The (a) Each Guarantor hereby guaranteeshereby, absolutely, unconditionally and becomes ----------------------- surety forirrevocably guarantees to Beneficiary, on behalf of and for the benefit of the Noteholders and Beneficial Holders (together with each of their successors and assigns, collectively, the “Guaranteed Parties”), the prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, of (i) all loans, advances, debts, liabilities, of the obligations, covenants liabilities and duties indebtedness of the Company owing by the Borrower to the Bank Noteholders and Beneficial Holders under, in respect of or to any other direct on account of the Notes, the Indenture and/or Sections 2(c)(xlviii) or indirect subsidiary 6(p) of PNC Bank Corp.the Exchange Agreements (collectively, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding“Transaction Documents”), whether or not evidenced by any notefor principal, guaranty or other instrumentinterest, whether arising under any agreementfees, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds expenses or otherwise not being made whole in connection with depository transfer check or other similar arrangements, and whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including including, without limitation, all debtsprincipal and interest owing under the Notes, liabilitiesall amounts constituting Make-Whole Premium, Conversion Make-Whole Payment and/or Change of Control Purchase Price and payments required under Article 10 of the Indenture, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendmentsrenewals, extensions, renewals modifications, and refinancings thereof, and (ii) all expenses (including reasonable attorney’s fees and expenses) incurred by any Guaranteed Party in enforcing any of its rights or increases the rights of the Guaranteed Parties hereunder or under the Transaction Documents (all such guaranteed obligations set forth in clauses (i) and (ii) hereof, collectively, the “Guaranteed Obligations”). Any and all costs payments made by any Guarantor hereunder shall be made free and expenses clear of and without deduction for any set-off, counterclaim or withholdings so that, in each case, the Bank incurred in documentation, negotiation, modification, enforcement, Guaranteed Parties shall receive the full amount that they would otherwise be entitled to receive with respect to the Guaranteed Obligations. (b) Each Guarantor acknowledges and agrees that this Guaranty is a guaranty of payment and not of collection and that the liability of each Guarantor under this Guaranty shall be immediate and primary and shall not be contingent upon the exercise or otherwise in connection with enforcement by any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as Guaranteed Parties of any remedies such Guaranteed Party may have against the "Obligations"). If Company or any other guarantor of the Borrower defaults under any such Obligations, the Guarantor will pay the amount due to the BankGuaranteed Obligations or other Person.

Guaranty of Obligations. The Guarantor hereby unconditionally guarantees, as a primary obligor, and becomes ----------------------- become surety for, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank or to any other direct or indirect subsidiary of The PNC Financial Services Group, Inc. in connection with a certain second amended and restated mortgage loan made by the Bank Corp.to the Borrower in the principal amount of $10,000,000.00 (the “Loan”), which Loan is described in or evidenced by loan documents (the “Loan Documents”) including, without limitation, the amended and restated mortgage loan note of the Borrower of even date herewith which evidences the Loan made pursuant to the Loan Agreement (as same may be amended, renewed or replaced from time to time, the “Note”), the building loan leasehold mortgage and security agreement dated May 18, 2006 securing the Note (as same may be amended, renewed and replaced from time to time, the “Mortgage”) and all costs and expenses associated with the completion of the Improvements (as defined in the Loan Agreement), as more fully set forth herein, the obligations and liabilities arising under or by reason of the Master Agreement (as defined in the Note”) and the payment of Additional Interest (as defined in the Note), or under any kind other interest or naturecurrency swap, present future, option or future other interest rate protection or similar agreement, foreign currency transaction, forward, option or other similar transaction providing for the purchase of one currency in exchange for the sale of another currency, or in any other manner, whether now existing or hereinafter entered into (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or out of electronic funds transfers by the Borrower (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Bank to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account of the Borrower, or out of the Bank's ’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with arrangements of the Credit Agreement, "Loan Documents") Borrower; and any amendments, extensions, renewals or increases and all costs and expenses of the Bank (including reasonable attorneys’ fees and expenses) incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoingforegoing (collectively, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as the "“Obligations"”). If the Borrower defaults under any such ObligationsObligations and such default continues beyond applicable grace, notice and cure periods, the Guarantor will pay the amount due to the Bank.

Guaranty of Obligations. (a) The Guarantor US Borrower hereby guaranteesunconditionally guarantees to the Administrative Agent for the ratable benefit of the Guaranteed Parties, and becomes ----------------------- surety fortheir respective successors, endorsees, transferees and assigns, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by Obligations of each of the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the BorrowerSubsidiary Borrowers, whether primary or not a claim for post-filing secondary (whether by way of endorsement or post-petition interest is allowed in such proceedingotherwise), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitationwhether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, all debtswhether or not recovery may be or hereafter become barred by the statute of limitations, liabilitieswhether enforceable or unenforceable as against any Subsidiary Borrower, and obligations arising under that certain letter agreement dated March 21whether or not discharged, 1997stayed or otherwise affected by any bankruptcy, insolvency or other similar law or proceeding, whether created directly with the Administrative Agent or any other Guaranteed Party or acquired by the Administrative Agent or any other Guaranteed Party through assignment, endorsement or otherwise, whether matured or unmatured, whether joint or several, as amended between Borrower and Bank when the same become due and payable (collectivelywhether at maturity or earlier, "Credit Agreement") and all other instrumentsby reason of acceleration, documents and agreements related thereto (collectivelymandatory repayment or otherwise), in accordance with the Credit Agreementterms of any such instruments evidencing any such obligations, "Loan Documents") and any amendmentsincluding all renewals, extensions, renewals extensions or increases and modifications thereof (all costs and expenses Obligations of the Bank incurred in documentationSubsidiary Borrowers to the Administrative Agent and the other Guaranteed Parties, negotiation, modification, enforcement, collection or otherwise in connection with any including all of the foregoing, including reasonable attorneys' fees and expenses (being hereinafter collectively referred to collectively as the "“US Borrower Guaranteed Obligations"”). If . (b) The Canadian Borrower hereby unconditionally guarantees to the Borrower defaults under Administrative Agent for the ratable benefit of the Administrative Agent and the other Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the prompt payment of all Obligations of the Dutch Borrower, whether primary or secondary (whether by way of endorsement or otherwise), whether now existing or hereafter arising, whether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, whether or not recovery may be or hereafter become barred by the statute of limitations, whether enforceable or unenforceable as against the Dutch Borrower, whether or not discharged, stayed or otherwise affected by any bankruptcy, insolvency or other similar law or proceeding, whether created directly with the Administrative Agent or any other Guaranteed Party or acquired by the Administrative Agent or any other Guaranteed Party through assignment, endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof (all Obligations of the Dutch Borrower to the Administrative Agent and the other Guaranteed Parties, including all of the foregoing, being hereinafter collectively referred to as the “Canadian Borrower Guaranteed Obligations”). (c) The Dutch Borrower hereby unconditionally guarantees to the Administrative Agent for the ratable benefit of the Administrative Agent and the other Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the Guarantor will pay prompt payment of all Obligations of the amount Canadian Borrower, whether primary or secondary (whether by way of endorsement or otherwise), whether now existing or hereafter arising, whether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, whether or not recovery may be or hereafter become barred by the statute of limitations, whether enforceable or unenforceable as against the Canadian Borrower, whether or not discharged, stayed or otherwise affected by any bankruptcy, insolvency or other similar law or proceeding, whether created directly with the Administrative Agent or any other Guaranteed Party or acquired by the Administrative Agent or any other Guaranteed Party through assignment, endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof (all Obligations of the Canadian Borrower to the BankAdministrative Agent and the other Guaranteed Parties, including all of the foregoing, being hereinafter collectively referred to as the “Dutch Borrower Guaranteed Obligations”).

Guaranty of Obligations. The 2.1 Guarantor hereby guarantees, absolutely and becomes ----------------------- surety forunconditionally guarantees full payment of the following (collectively, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by “Liabilities”): (i) the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future Recourse Liabilities (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under the original Loan or any agreementextension, instrument modification, future advance, increase, amendment or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, modification thereof); (ii) interest due on amounts owing under any such Recourse Liabilities at the Default Rate to the extent not paid on or before the expiration of any applicable notice and cure periods with such interest accruing from and after such date until the date paid; (iii) all reasonable out-of-pocket expenses, including reasonable out-of-pocket attorneys’ fees, actually incurred by Lxxxxx in connection with the enforcement of any of Lender’s rights under this Guaranty; and (iv) to the extent the same relate to amounts or currency swapobligations owing under Recourse Liabilities, future, option or other interest rate protection or similar agreement, all reimbursement and indemnification obligations of Borrower set forth in Section 10.13 of the Loan Agreement. Notwithstanding anything to the contrary contained herein or in any of the other mannerLoan Documents, whether arising out Guarantor shall have no liability for Liabilities or any other matters hereunder (a) if any acts or omissions creating liability hereunder were caused by the fraud, bad faith, willful misconduct or gross negligence of overdrafts on deposit Lender or other accounts Servicer, or electronic funds transfers (b) for any events or matters to the extent that same arise or accrue from and after the date that Lender or its nominee or designee acquires title to the Property by foreclosure (whether through automated clearing houses judicial or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participationjudicial), absolute or contingentdelivery by Borrower of a deed-in-lieu (or, joint or severalif applicable, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement"assignment-in-lieu) and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in documentation, negotiation, modification, enforcement, collection foreclosure or otherwise in connection with any exercise of Lender’s remedies pursuant to the Loan Documents, or (c) for any events or matters to the extent that same arise or accrue after the date of a Mezzanine Control Event (as defined below), or (d) for any events or matters to the extent that same arise or accrue from and after the replacement of Guarantor with a Qualified Replacement Guarantor or Post-Merger Guarantor in accordance with the terms and conditions of the foregoingLoan Agreement, or (e) for any events or matters to the extent that same arise or accrue from and after the occurrence of a transfer and assumption of the Loan pursuant to Section 5.2.10(e) of the Loan Agreement. For the purposes hereof, a “Mezzanine Control Event” shall mean the occurrence of any of the following events: (i) the equity interests pledged by a Mezzanine Borrower to Mezzanine Lender are transferred in a public or private foreclosure or disposition (including reasonable attorneys' fees and expenses without limitation under Section 9-610 of the Uniform Commercial Code); (hereinafter referred ii) the equity interests pledged to collectively Mezzanine Lender are accepted by Mezzanine Lender in full satisfaction of the Mezzanine Loan (including, without limitation, pursuant to Section 9-621 of the Uniform Commercial Code); or (iii) Guarantor ceases to be in control of Borrower as a result of the "Obligations"). If exercise by Mxxxxxxxx Lender of any remedies in the Borrower defaults under any such ObligationsMezzanine Loan Documents; provided in each instance of clause (i) or (ii) above, the applicable Guarantor will pay the amount due to the Bankdoes not any longer own any beneficial interest (directly or indirectly) in Borrower.

Guaranty of Obligations. The Each Guarantor hereby guaranteesunconditionally, absolutely, irrevocably, jointly and becomes ----------------------- surety for, severally guarantees the full and prompt payment and performance when due, whether at stated maturity, by required prepayment, declaration, demand, acceleration or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C., 88 362(a)), and at all times thereafter, of all loans, advances, debts, liabilities, obligations, covenants and duties owing by the obligations of each Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not Agent for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out benefit of the Bank's non-receipt of Lenders, howsoever created, arising or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangementsevidenced, whether direct or indirect (including those acquired by assignment or participation)indirect, absolute or contingent, joint or several, now or hereafter existing or due or to become due, now existing including, without limitation, all Obligations under or in connection with (and as defined in) that certain Revolving Credit and Security Agreement, dated on or about the date hereof, by and among Borrowers, each of the financial institutions from time to time party thereto (individually, each a “Lender” and collectively, the “Lenders” and Agent (as hereafter arisingamended, amended and restated, supplemented, joined, extended and/or otherwise modified from time to time, the “Credit Agreement”) and each of the documents, instruments and agreements executed and delivered in connection therewith, as each may be modified, increased, amended, supplemented or replaced from time to time (all such obligations are herein referred to, collectively, as the “Liabilities”, and all documents evidencing or securing any of the Liabilities, including without limitation, the Credit Agreement and Other Documents, are herein referred to, collectively, as the “Loan Documents”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement. This Guaranty (this “Guaranty”) is a guaranty of payment and performance when due and not of collection. In the event of any default by any Borrower in making payment when due (whether at stated maturity, by required prepayment, declaration, demand, acceleration, or otherwise) of, or default by any Borrower in performance of, any of the Liabilities, including but not limited to an Event of Default under the Credit Agreement (as defined therein), each Guarantor agrees on demand by Agent to pay and perform all debtsof the Liabilities as are then or thereafter become due and owing or are to be performed under the terms of the Loan Documents. Guarantors further agree to pay all expenses (including, liabilitieswithout limitation, reasonable attorneys’ fees and expenses) paid or incurred by Agent in endeavoring to collect the Liabilities, or any part thereof, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank in enforcing this Guaranty (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as the "Obligations"“Enforcement Costs”). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount due to the Bank.

Guaranty of Obligations. The Each Guarantor hereby guaranteesunconditionally guarantees to the Bank, its successors, endorsees, transferees and becomes ----------------------- surety forassigns, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by obligations of the Borrower to under this Agreement and the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the BorrowerNote, whether primary or not a claim for post-filing secondary (whether by way of endorsement or post-petition interest is allowed in such proceedingotherwise), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, whether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, whether or not recovery may be or hereafter become barred by the statute of limitations, whether enforceable or unenforceable as against Borrower, whether or not discharged, stayed or otherwise affected by any bankruptcy, insolvency or other similar law or proceeding, whether created directly with the Bank or acquired by the Bank through assignment, endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof (all obligations of the Borrower under this Agreement and the Note to the Bank, including all of the foregoing, being hereinafter collectively referred to as the "Guaranteed Obligations"), provided that notwithstanding anything to the contrary contained in this Agreement, it is the intention of each Guarantor and the Bank that, in any proceeding involving the bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution or insolvency or any similar proceeding with respect to any Guarantor or its assets, the amount of such Guarantor's obligations with respect to the Guaranteed Obligations shall be in, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of applicable law governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, all debts11 U.S.C. ss.547, liabilitiesss.548, ss.550 and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower other "avoidance" provisions of Title 11 of the United States Code) applicable in any such proceeding to such Guarantor and Bank this Guaranty (collectively, "Credit AgreementApplicable Insolvency Laws") ). To that end, but only in the event and to the extent that such Guarantor's obligations with respect to the Guaranteed Obligations or any payment made pursuant to the Guaranteed Obligations would, but for the operation of the foregoing proviso, be subject to avoidance or recovery in any such proceeding under Applicable Insolvency Laws, the amount of such Guarantor's obligations with respect to the Guaranteed Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Laws, render such Guarantor's obligations with respect to such Guaranteed Obligations unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the foregoing proviso and is otherwise subject to avoidance and recovery in any such proceeding under Applicable Insolvency Laws, the amount subject to avoidance shall in all other instruments, documents events be limited to the amount by which such actual payment exceeds such limitation and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") Guaranteed Obligations as limited by the foregoing proviso shall in all events remain in full force and any amendments, extensions, renewals or increases effect and all costs and expenses be fully enforceable against such Guarantor. The foregoing proviso is intended solely to preserve the rights of the Bank incurred hereunder against such Guarantor in documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of such proceeding to the foregoing, including reasonable attorneys' fees maximum extent permitted by Applicable Insolvency Laws and expenses (hereinafter referred to collectively as the "Obligations"). If the Borrower defaults under any neither such ObligationsGuarantor, the Guarantor will pay the amount due to the BankBorrower, any other guarantor nor any other Person shall have any right or claim under such proviso that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Guaranty of Obligations. The Guarantor hereby guarantees, and becomes ----------------------- surety for, the prompt payment and ----------------------- performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower Borrowers to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including including, without limitation, any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the BorrowerBorrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease lease, or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated automatic clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as collectively, the "Obligations"). If any of the Borrower Borrowers defaults under any such Obligations, the Guarantor will pay the amount due to the Bank.

Guaranty of Obligations. The (a) Each Guarantor hereby guaranteeshereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees to the Guaranteed Parties the due and punctual payment of all principal of, premium, if any, and becomes ----------------------- surety forinterest on, the prompt payment Notes and performance of all loansother indebtedness, advances, debts, liabilities, obligations, covenants obligations and duties liabilities owing by the Borrower Company to the Bank Guaranteed Parties, or to any of them, jointly or severally under the Agreements, the Notes and the other direct or indirect subsidiary of PNC Bank Corp.documents, of any kind or nature, present or future instruments and agreements (including any interest accruing thereon after maturity, without limitation the Security Documents) evidencing or after securing the filing of any petition in bankruptcy, or transactions contemplated by the commencement of any insolvency, reorganization or like proceeding relating to Agreements (the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding"Related Documents"), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendmentsrenewals, extensions, renewals modifications and refinancings thereof, now or increases hereafter owing, whether for principal, interest, make-whole or yield maintenance premium or other fees, expenses or otherwise, and any and all costs and reasonable out-of-pocket expenses of the Bank incurred in documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, (including reasonable attorneys' fees and expenses expenses) incurred by the Guaranteed Parties in enforcing any rights under this Guaranty (hereinafter referred to collectively as collectively, the "Guaranteed Obligations")) including, without limitation, all interest which, but for the filing of a petition in bankruptcy with respect to the Company, would accrue on any principal portion of the Guaranteed Obligations. If Any and all payments made by the Borrower defaults under Guarantors hereunder shall be made free and clear of and without deduction for any such Obligationsset-off, counterclaim, or withholdings so that, in each case, the Guarantor will pay Guaranteed Parties shall receive the full amount due that they would otherwise be entitled to receive with respect to the BankGuaranteed Obligations. (b) Each Guarantor acknowledges and agrees that this Guaranty is a guaranty of payment and not of collection and that the liability of any Guarantor under this Guaranty shall be immediate and primary and shall not be contingent upon the exercise or enforcement by any of the Guaranteed Parties of any remedies such Guaranteed Party may have against the Company or any other Guarantor or other Person or the enforcement of any lien or realization upon any collateral the Collateral Agent or any Guaranteed Party may at any time possess for any of the Guaranteed Obligations.

Guaranty of Obligations. The (a) Subject to and limited by the provisions of subsection 2.01(d) hereof, the Guarantor hereby absolutely and unconditionally guarantees the punctual payment when due (whether at stated maturity, by acceleration or call for redemption or otherwise), in lawful money of the United States of America, of all of the following (collectively the "Obligations"): (1) all letter of credit commissions, fees, charges and costs becoming due and payable under the Credit Agreement in accordance with the terms thereof; (2) all amounts becoming due and payable under the Credit Agreement in accordance with the terms thereof as reimbursement of amounts paid by the Credit Obligor under the Letter of Credit; (3) all late charges and all interest on late payments becoming due and payable under the Credit Agreement in accordance with the terms thereof; (4) all amounts becoming due and payable under the Credit Agreement in accordance with the terms thereof upon the occurrence and continuance of an Event of Default under the Credit Agreement; (5) all amounts becoming due and payable under the Credit Agreement as reimbursement of increased costs to the Credit Obligor caused by changes in laws or regulations or in the interpretation thereof; (6) all other amounts becoming due and payable by the Borrower under the Credit Agreement; (7) all amounts becoming due and payable by the Borrower under the terms of the Deed of Trust (including but not limited to reimbursement for advancements made by the Credit Obligor under this Deed of Trust) and any other security agreements, guarantees, and becomes ----------------------- surety for, mortgages or other documents now or hereafter evidencing or securing the prompt payment and Borrower's performance of its obligations under the Credit Agreement; and (8) all loansother indebtedness, advances, debts, liabilities, obligations, covenants obligations (including obligations of performance) and duties owing by liabilities of the Borrower to the Bank or to any other Credit Obligor of every kind and description whatsoever, direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation)indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter incurred, contracted or arising, including without limitationor acquired by the Credit Obligor from any source, all debtsjoint or several, liabilitiesliquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced or whether they are evidenced by any agreement or instrument, and obligations arising under that certain letter agreement dated March 21whether incurred as maker, 1997endorser, as amended between Borrower surety, guarantor or otherwise, and Bank (collectively, "Credit Agreement") any and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, restatements, and renewals or increases and all costs and expenses of the Bank incurred in documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees same; and (9) all renewals and expenses (hereinafter referred to collectively as extensions of any or all the "Obligations"). If obligations of the Borrower defaults under described in paragraphs (1) through (8) above (including without limitation any such renewal or extension of, and any substitute for, the Letter of Credit), whether or not any renewal or extension agreement is executed in connection therewith. (b) The guaranty set forth in this Section is an absolute and irrevocable guaranty of payment and not of collectibility or performance and is in no way conditioned or contingent upon any attempt to collect from the Borrower or any other Person, or to realize upon any Property subject to the Lien of the Indenture or the Deed of Trust, or upon any other direct or indirect security for the Bonds or the Obligations, or resort to any other remedies. (c) Each default in payment of any amount of the Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. (d) By acceptance hereof, the Credit Obligor covenants and agrees that, anything herein or in the Financing Documents to the contrary notwithstanding, the obligations of, and recourse against, the Guarantor will pay for payment of any amounts pursuant to this Agreement shall be limited to and shall not exceed the amount Maximum Guaranteed Percentage of such amounts, as determined on the basis of the aggregate amounts described in Section 2.01(a) or otherwise due hereunder which are outstanding at the time demand for payment thereof is made in accordance herewith, without regard to the Bankor taking into account any demand upon, or payment or contribution by, any other Financing Participant with respect to such amounts.

Guaranty of Obligations. The Guarantor (a) he US Borrower hereby guaranteesunconditionally guarantees to the Administrative Agent for the ratable benefit of the Guaranteed Parties, and becomes ----------------------- surety fortheir respective successors, endorsees, transferees and assigns, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by Obligations of each of the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the BorrowerSubsidiary Borrowers, whether primary or not a claim for post-filing secondary (whether by way of endorsement or post-petition interest is allowed in such proceedingotherwise), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitationwhether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, all debtswhether or not recovery may be or hereafter become barred by the statute of limitations, liabilitieswhether enforceable or unenforceable as against any Subsidiary Borrower, and obligations arising under that certain letter agreement dated March 21whether or not discharged, 1997stayed or otherwise affected by any bankruptcy, insolvency or other similar law or proceeding, whether created directly with the Administrative Agent or any other Guaranteed Party or acquired by the Administrative Agent or any other Guaranteed Party through assignment, endorsement or otherwise, whether matured or unmatured, whether joint or several, as amended between Borrower and Bank when the same become due and payable (collectivelywhether at maturity or earlier, "Credit Agreement") and all other instrumentsby reason of acceleration, documents and agreements related thereto (collectivelymandatory repayment or otherwise), in accordance with the Credit Agreementterms of any such instruments evidencing any such obligations, "Loan Documents") and any amendmentsincluding all renewals, extensions, renewals extensions or increases and modifications thereof (all costs and expenses Obligations of the Bank incurred in documentationSubsidiary Borrowers to the Administrative Agent and the other Guaranteed Parties, negotiation, modification, enforcement, collection or otherwise in connection with any including all of the foregoing, including reasonable attorneys' fees and expenses (being hereinafter collectively referred to collectively as the "“US Borrower Guaranteed Obligations"”). If . (b) The Canadian Borrower hereby unconditionally guarantees to the Borrower defaults under Administrative Agent for the ratable benefit of the Administrative Agent and the other Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the prompt payment of all Obligations of the Dutch Borrower, whether primary or secondary (whether by way of endorsement or otherwise), whether now existing or hereafter arising, whether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, whether or not recovery may be or hereafter become barred by the statute of limitations, whether enforceable or unenforceable as against the Dutch Borrower, whether or not discharged, stayed or otherwise affected by any bankruptcy, insolvency or other similar law or proceeding, whether created directly with the Administrative Agent or any other Guaranteed Party or acquired by the Administrative Agent or any other Guaranteed Party through assignment, endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof (all Obligations of the Dutch Borrower to the Administrative Agent and the other Guaranteed Parties, including all of the foregoing, being hereinafter collectively referred to as the “Canadian Borrower Guaranteed Obligations”). (c) The Dutch Borrower hereby unconditionally guarantees to the Administrative Agent for the ratable benefit of the Administrative Agent and the other Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the Guarantor will pay prompt payment of all Obligations of the amount Canadian Borrower, whether primary or secondary (whether by way of endorsement or otherwise), whether now existing or hereafter arising, whether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, whether or not recovery may be or hereafter become barred by the statute of limitations, whether enforceable or unenforceable as against the Canadian Borrower, whether or not discharged, stayed or otherwise affected by any bankruptcy, insolvency or other similar law or proceeding, whether created directly with the Administrative Agent or any other Guaranteed Party or acquired by the Administrative Agent or any other Guaranteed Party through assignment, endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof (all Obligations of the Canadian Borrower to the BankAdministrative Agent and the other Guaranteed Parties, including all of the foregoing, being hereinafter collectively referred to as the “Dutch Borrower Guaranteed Obligations”).

Guaranty of Obligations. The Guarantor hereby guarantees, and becomes ----------------------- surety for, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount due to the Bank.

Guaranty of Obligations. The Guarantor hereby guaranteesEach of the Parents, and becomes ----------------------- surety forthe U.S. Borrower (collectively, the “Parent Guarantors” and each a “Parent Guarantor”) hereby jointly and severally with each other, unconditionally guarantees to the Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing Obligations of the Borrowers (including the U.S. Borrower with regards to the guarantees made herein by the Borrower to the Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingParents), whether primary or not evidenced secondary (whether by any note, guaranty way of endorsement or other instrumentotherwise), whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitationwhether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, all debtswhether or not recovery may be or hereafter become barred by the statute of limitations, liabilitieswhether enforceable or unenforceable as against any Borrower, and obligations arising under that certain letter agreement dated March 21whether or not discharged, 1997stayed or otherwise affected by any bankruptcy, insolvency or other similar law or proceeding, whether created directly with the Administrative Agent or any Lender or acquired by the Administrative Agent or any Lender through assignment, endorsement or otherwise, whether matured or unmatured, whether joint or several, as amended between Borrower and Bank when the same become due and payable (collectivelywhether at maturity or earlier, "Credit Agreement") and all other instrumentsby reason of acceleration, documents and agreements related thereto (collectivelymandatory repayment or otherwise), in accordance with the Credit Agreementterms of any such instruments evidencing any such obligations, "Loan Documents") and any amendmentsincluding all renewals, extensions, renewals extensions or increases and modifications thereof (all costs and expenses Obligations of the Bank incurred in documentationForeign Borrowers to the Administrative Agent and the Lenders, negotiation, modification, enforcement, collection or otherwise in connection with any including all of the foregoing, including reasonable attorneys' fees and expenses (being hereinafter collectively referred to collectively as the "“Guaranteed Obligations"”). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount due to the Bank.

Guaranty of Obligations. The Guarantor hereby guarantees, and becomes ----------------------- surety for, the prompt payment and performance of all rents and other sums reserved in the Lease, all of Lessee's other obligations under the Lease, and all other loans, advances, debts, liabilitiesliabilities , obligations, covenants and duties owing by the Borrower Lessee to the Bank Lessor or to any other direct or indirect subsidiary of The PNC Bank Corp.Financial Services Group, Inc., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the BorrowerLessee, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the BankLessor's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 1997, as amended between Borrower and Bank (collectively, "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, renewals or increases and all costs and expenses of the Bank Lessor incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as the "Obligations"). If the Borrower Lessee defaults under any such Obligations, the Guarantor will pay the amount due to the BankLessor.

Guaranty of Obligations. The (a) Guarantor does hereby guaranteesabsolutely, irrevocably and becomes ----------------------- surety forunconditionally guarantee, the prompt payment as primary obligor and performance of all loansnot merely as a surety, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank without offset or to any other direct or indirect subsidiary of PNC Bank Corp., deduction of any kind whatsoever, to Trustee for the benefit of each Beneficiary under the Transaction Documents to which such Beneficiary is a party: (i) the full and prompt payment by Lessee of all of its payment obligations under the Lease (including, without limitation, each Lease Supplement) and the other Transaction Documents, when due (whether on the stated date of payment, on demand, by acceleration or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingotherwise), whether such obligations now exist or not evidenced by any notearise hereafter, guaranty or other instrumentincluding, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debtsBase Rental, liabilitiesContingent Surety Rental, Additional Rental, Termination Rental, indemnity payments and obligations arising under that certain letter agreement dated March 21payments of costs, 1997, as amended between Borrower fees and Bank (collectively, "Credit Agreement") expenses and all damages (whether such damages are provided for in the Lease, any other instrumentsTransaction Documents or are otherwise allowable by law) in respect of the failure or the refusal by Lessee to make any such payment or to perform any obligation of Lessee under the Transaction Documents, documents strictly in accordance with the terms of the Lease and such other Transaction Documents; and (ii) the punctual performance and observance by Lessee of all other terms, conditions, covenants and agreements related thereto (collectivelycontained in the Lease and the other Transaction Documents to be performed or observed by Lessee, with including, without limiting the Credit Agreement, "Loan Documents") and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in documentation, negotiation, modification, enforcement, collection or otherwise in connection with any generality of the foregoing, including reasonable attorneys' fees the provisions pertaining to the insurance of the Leased Properties, strictly in accordance with the terms of the Lease; and expenses Guarantor agrees that if for any reason whatsoever Lessee shall fail to make any such payment or to perform or observe any such term, condition, covenant or agreement under the Lease or any of the other Transaction Documents to be performed by Lessee as and when due, Guarantor shall duly and punctually pay, perform, and observe the same (all of the aforesaid amounts, obligations, terms, conditions, covenants and agreements are hereinafter referred to collectively as called the "Guaranteed Obligations"). If Guarantor fails to pay any amount hereunder when due, Guarantor shall pay interest, on demand, on such amount at the Borrower defaults applicable Default Rate, to the Person entitled thereto. (b) Guarantor agrees that its obligations hereunder are absolute, irrevocable and unconditional and shall not be affected by: (i) the genuineness, validity, legality, regularity or enforceability of the Lease, or any other Transaction Document, and any of Lessee's obligations under the Lease, or any other Transaction Document, or any amendment, termination, waiver or other modification of the Lease, or any other Transaction Document, (except that any such Obligationsamendment, termination, waiver or modification agreed to in writing by Controlling Party and by any permitted assignee of Controlling Party pursuant to Paragraph 6 hereof in accordance with the Transaction Documents shall be given effect when determining the obligations of Guarantor will pay hereunder), or (ii) any substitution, release or exchange of collateral for or other guaranty of any of the amount Guaranteed Obligations without the consent of Guarantor, or (iii) any priority or preference to which any other obligations of Lessee may be entitled over Lessee's obligations under the Lease or any other Transaction Document, or (iv) any other circumstances that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor, including, without limitation, any defense arising out of the laws of the United States, or any state thereof or any other jurisdiction that would either exempt, modify or delay the due or punctual payment and performance of the obligations of Guarantor hereunder. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder: (i) the extension of the time for or waiver of, at any time or from time to time, without notice to Guarantor, Lessee's performance of or compliance with any of its obligations under the Bank.Lease or any other Transaction Document (except that any such extension or waiver agreed to in writing by Controlling Party and by any permitted assignee of Controlling Party pursuant to Paragraph 6 hereof in accordance with the Transaction Documents shall be given effect in determining the obligations of Guarantor hereunder); (ii) any assignment, transfer, sublease or other arrangement

Guaranty of Obligations. The Guarantor hereby guarantees, and becomes ----------------------- surety for, the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants liabilities and duties financial obligations owing by the Borrower to the Bank or to any other direct or indirect subsidiary of The PNC Bank Corp.Financial Services Group, Inc., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not related to (x) that certain Letter Agreement governing a $25,000,000 committed line of credit for the payment issuance of moneystandby letters of credit between the Borrower and the Bank, whether arising by reason of an extension of creditdated March 30, opening of a 2001, as amended on or about the date herewith, (y) each letter of creditcredit issued by the Bank on account of the Borrower pursuant to such Letter Agreement, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or and (z) that certain Reimbursement Agreement for Standby Letter(s) of Credit executed by the Borrower in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out favor of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation)dated November 14, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including without limitation, all debts, liabilities, and obligations arising under that certain letter agreement dated March 21, 19972000, as amended between Borrower (but only as it pertains to the Letter Agreement and Bank (collectivelyletters of credit issued pursuant to such Letter Agreement), "Credit Agreement") and all other instruments, documents and agreements related thereto (collectively, with the Credit Agreement, "Loan Documents") and any amendments, extensions, renewals or increases of any of the foregoing and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as the "ObligationsOBLIGATIONS"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount due to the Bank.. Notwithstanding anything contained in this Guaranty to the contrary, in the event that the Borrower is required to make a payment to cash-collateralize any Letters of Credit in accordance with the terms of the Reimbursement Agreement, (a) the Guarantor shall not be required to provide cash collateral for the Letters of Credit unless one of the following events shall have occurred: (1) the Guarantor shall fail, at any time, to cause the ratio of (i) Total Indebtedness (as defined on Schedule A hereto) to (ii) Total Capitalization (as defined on Schedule A hereto) to be less than or equal to 0.65 to 1.0; (2) the Guarantor shall permit the Interest Coverage Ratio (as defined on Schedule A hereto) as of the end of any fiscal quarter of the Guarantor to be less than 2.0 to 1.0;