Common use of Guaranty of Payment and Performance Clause in Contracts

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor Each of the Guarantors hereby ----------------------------------- guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such Obligations which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the joint and several obligations of each of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agentpayable, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by each of the Guarantor Guarantors hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor such Guarantors hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative AgentNote.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security (if any) or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to ----------------------------------- the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative AgentAgent and shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding.

Guaranty of Payment and Performance. The Guarantor hereby (jointly and severally with all other guarantors, if any) guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of Borrower to Lender of every kind, nature and description (whether by way of discount, letters of credit, lease, loan, overdraft or otherwise), whether now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, secured or unsecured, and including, without limitation, all costs and expenses incurred by Lender in attempting to collect or enforce any of the Obligations including all such which would become due but for foregoing, (collectively the operation of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy Code"Obligations"). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining their payment. Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms (as amended from time-to-time) regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. Should the Company Borrower default in the payment or performance of any of the Obligations, the liabilities and obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments Payment and performance by the Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor Each of the Guarantors hereby ----------------------------------- guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty by each of the Guarantors of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of each of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by each of the Guarantor Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor such Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative AgentAgent and shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by the United States or any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding.

Guaranty of Payment and Performance. The Guarantor Guarantors, jointly and severally, hereby guarantees absolutely and unconditionally guarantee to Lender the Lenders and the Administrative Agent the full and punctual payment when due (whether at a stated maturity, maturity or earlier by required pre-payment, by reason of acceleration or otherwise), as well as the performance, of all ) in full in cash and performance of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy CodeGuaranteed Obligations. This Guaranty is an absolute, unconditional unconditional, complete and continuing guaranty of the full and punctual payment and performance of all of the Guaranteed Obligations (and not a guaranty of their collectibility only collection or collectibility), and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any none of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor Guarantors hereunder shall be made to the Administrative Agentreleased, in the manner whole or in part, by any action or thing which might, but for this provision, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and at the place of payment specified therefor performance in the Credit Agreement, for the account full of the Lenders Guaranteed Obligations or as otherwise provided by the Note, it being the purpose and intent of this Guaranty that the Administrative AgentGuaranteed Obligations constitute the direct and primary obligations of Guarantors hereunder be absolute, unconditional and irrevocable. No notice of the Guaranteed Obligations to which this Guaranty may apply or of any renewal or extension thereof need be given to any of Guarantors. Nothing herein shall preclude a proper party in interest from seeking and obtaining specific performance against any of Guarantors for any failure to comply with any term, condition, covenant or Guaranty herein. This section shall not be construed to release or impair the indebtedness or any obligations of Borrower to Lender.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy CodeCode in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the such Guarantor. Payments by the any Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the each Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in the Credit AgreementNotes, for the account of the Lenders and the Administrative AgentLender.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent TKV the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as of (a) the performanceprincipal of and premium, of all if any, and interest on the Loan, (b) obligations of the Company under the Note, and (c) all other monetary Obligations of the Company to TKV, including, without limitation, all fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise, in each case whether now in existence or hereafter incurred or arising, including all such Obligations which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy CodeCode (collectively, the “Guaranteed Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender TKV first attempt to collect any of the Guaranteed Obligations from the Company or any other entity or other person primarily or secondarily liable with respect to any of the Guaranteed Obligations or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Guaranteed Obligations, the obligations of the Guarantor hereunder with respect to such Guaranteed Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentTKV, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent TKV on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, or by acceleration after the occurrence of an Event of Default or otherwisewhen otherwise due), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(ass.362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby Each Guarantor, jointly and severally, by its execution hereof or a Joinder Agreement hereto, guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the any Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-pre- payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any cash collateral security for Reimbursement Obligations as contemplated by Sections 4.2(b) and (c) of the Credit Agreement or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent Secured Parties the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Secured Party first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentSecured Parties, without any additional demand or notice of any nature, all of which are is expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders applicable Secured Parties. Notwithstanding anything to the contrary contained herein, the obligations of the Guarantor hereunder shall be limited to an amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Federal Bankruptcy Code or any comparable provisions of any similar federal or state law. Without limiting the foregoing, the Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor, to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, will pay to the Administrative Agent, for the account of the applicable Secured Parties, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Secured Parties to receive the same net amount which the Secured Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance an Event of any of the ObligationsDefault occur and be continuing, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the any Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Loan Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby Each Contingent Obligor hereby, jointly and severally, guarantees to the Lenders and the Administrative Agent (on behalf of the full Lenders) the payment and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all liabilities, agreements and other obligations of each Borrower to the Administrative Agent, each Agent, the Lender Collateral Agent (on behalf of itself and the Lenders) and to each of the Obligations including all such which would Lenders under the Transaction Documents, whether direct or indirect, absolute or contingent, due or to become due but for due, secured or unsecured, now existing or hereafter arising or acquired excluding, however, the operation payment of the automatic stay pursuant to § 362(a) of Advances and interest thereon (such non-excluded obligations, collectively, the Federal Bankruptcy Code and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy Code"Guaranteed Obligations"). This Guaranty The guaranty provided hereunder is an absolute, unconditional and continuing irrevocable guaranty of the full and punctual payment and performance of all of the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent, the Lender Collateral Agent, the Master Collateral Agent, any Agent or any Lender first attempt to collect any of the Guaranteed Obligations from the Company either Borrower or resort to any collateral security or other means of obtaining their payment. Should the Company either Borrower default in the payment or performance of any of the Guaranteed Obligations, the obligations of the Guarantor hereunder with respect to such Obligations the payment or performance in default shall, upon demand by the Administrative Agent, of each Contingent Obligor hereunder shall become immediately due and payable to the Administrative Agent, for the benefit Agent (on behalf of the Lenders and the Administrative AgentLenders), without demand or notice of any nature, all of which are expressly waived by the Guarantoreach Contingent Obligor. Payments by the Guarantor Contingent Obligors hereunder may be required by the Administrative Agent (on behalf of the Lenders) on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The For value received and hereby acknowledged and as an inducement to the Lenders to make Loans to the Borrower and the Issuing Bank to issue Letters of Credit for the account of the Borrower, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Lenders Administrative Agent, the Issuing Bank and the Administrative Agent Lenders, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy CodeCode (such obligations collectively being the “Guaranteed Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and Article X is in no way conditioned upon any requirement that the Administrative Agent Agent, the Issuing Bank or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the its Obligations, the obligations of the each Guarantor hereunder with respect to such the Guaranteed Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Lenders, the Issuing Bank and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders Investor the full, prompt and the Administrative Agent the full and punctual unconditional payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the Obligations Company to the Investor, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, or otherwise), together with all interest and costs of collection, compromise or enforcement, including without limitation reasonable attorneys’ fees, incurred with respect to any such obligations or this Guaranty, or with respect to a proceeding under the federal bankruptcy laws or any insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of the Investor concerning Company or any Guarantor, together with interest on all such which would become costs of collection, compromise or enforcement from the date arising (including without limitation all amounts due but for and owing under the operation of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code Convertible Debenture and the operation of §§ 502(bA&R Convertible Debenture) and 506(b) of (all the Federal Bankruptcy Codeforegoing, collectively, the “Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Investor first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining their payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the any Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentInvestor, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations of the Borrower, including all indemnity Obligations of the Borrower pursuant to Section 9.4 hereof, and including all such Obligations which would become due but for the operation of the automatic stay pursuant to § 362(ass.362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code, provided, however, that each Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be incurred without rendering this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This The Guaranty created by this Article VIII is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the any Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy CodeCode in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in the Credit AgreementNote, for the account of the Lenders and the Administrative AgentLender.

Guaranty of Payment and Performance. The Guarantor Each of the Guarantors hereby jointly and severally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of each of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorGuarantors. Payments by the any Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantors hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty of Payment and Performance. The Guarantor hereby guarantees ----------------------------------- to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby jointly and severally guarantees to the Lenders and the Administrative Agent Investors the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Secured Obligations (as such term is defined in the Amended and Restated Security Agreement) including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Secured Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Investors or the Agent or any Lender first attempt to collect any of the Secured Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Secured Obligations, the obligations of the Guarantor hereunder with respect to such Secured Obligations in default shall, upon demand by the Administrative AgentInvestors, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentInvestors, without demand or notice of any nature, all of which are notice is expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent Investors on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative AgentInvestors, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative AgentTransaction Documents.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations of the Borrower (referred to in this Section 7.2 as the "Borrower's Obligations"), including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Borrower's Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Borrower's Obligations from the Company Borrower or any other Guarantor or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Borrower's Obligations, the obligations of the each Guarantor hereunder with respect to such Borrower's Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without any other demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the this Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations of the Borrower (referred to in this Section 6.2 as the "Borrower's Obligations"), including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Borrower's Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Borrower's Obligations from the Company Borrower or any other Guarantor or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Borrower's Obligations, the obligations of the each Guarantor hereunder with respect to such Borrower's Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit this Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally guarantees to the Lenders and the Administrative Agent Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Secured Obligations (as such term is defined in the Security Agreement) including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Secured Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Purchasers or the Agent or any Lender first attempt to collect any of the Secured Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Secured Obligations, the obligations of the each Guarantor hereunder with respect to such Secured Obligations in default shall, upon demand by the Administrative AgentPurchasers, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentPurchasers, without demand or notice of any nature, all of which are notice is expressly waived by the each Guarantor. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent Purchasers on any number of occasions. All payments by the Guarantor Guarantors hereunder shall be made to the Administrative AgentPurchasers, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative AgentTransaction Documents.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent Noteholders the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Noteholder first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentRequired Holders, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentNoteholders, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent Noteholders on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative AgentNoteholders, in the manner and at the place of payment specified therefor in the Credit AgreementNote Agreements, for the account of the Lenders and the Administrative AgentNoteholders.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Lenders and the Administrative Agent Secured Party the full and punctual payment when due (whether at stated maturity, by required pre-paymentpursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the Borrower to the Secured Party, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations including all such which would become due but for (as defined in the operation of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bSecurity Agreement) and 506(b) of any other obligations under the Federal Bankruptcy CodeCredit Agreement, the Note and other Loan Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Secured Party first attempt attempts to collect any of the Guarantied Obligations from the Company Borrower or resort to any collateral security or other means of obtaining their payment. Should the Company Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentSecured Party, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent Secured Parties on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance an Event of any of the ObligationsDefault occur and be continuing, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the any Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor Each Guarantor, jointly and severally, hereby guarantees to the Lenders Investor the full, prompt and the Administrative Agent the full and punctual unconditional payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the Obligations Company to the Investor, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, or otherwise), together with all interest and costs of collection, compromise or enforcement, including without limitation reasonable attorneys’ fees, incurred with respect to any such obligations or this Guaranty, or with respect to a proceeding under the federal bankruptcy laws or any insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of the Investor concerning Company or any Guarantor, together with interest on all such which would become costs of collection, compromise or enforcement from the date arising (including without limitation all amounts due but for and owing under the operation of Convertible Debenture) (all the automatic stay pursuant to § 362(a) of foregoing, collectively, the Federal Bankruptcy Code and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy Code“Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Investor first attempt attempts to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining their payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the any Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentInvestor, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(ass.362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bsecs.502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby guarantees to the Lenders Secured Parties and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Secured Party first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Secured Parties and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Secured Parties and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to each of the Lenders and the Administrative Agent Obligees, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Obligee first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, or any Noteholder, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Obligees and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent or the Obligees on any number of occasions. All payments by the Guarantor to any Obligee at any time after an Event of Default has occurred and is continuing shall be turned over to the Agent for distribution in accordance with the terms hereof. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, Agreement for the account of the Lenders Obligees and the Administrative Agent. The Obligees will share all payments received hereunder on a pro rata basis with respect to their individual Obligations, regardless of whether this Guaranty is found to be inapplicable to some or all of any Obligee's respective Obligations.

Guaranty of Payment and Performance. The Guarantor Parent hereby guarantees ----------------------------------- to the Lenders and the Administrative Agent Holder the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations indebtedness and other amounts owing under this Note, including all LC Advances (collectively, the "Obligations"), including all such Obligations which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Holder first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor Parent hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentHolder, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentHolder, without demand or notice of any nature, all of which are expressly waived by the GuarantorParent. Payments by the Guarantor Parent hereunder may be required by the Administrative Agent Xxxxxx on any number of occasions. All payments by the Guarantor Parent hereunder shall be made to the Administrative AgentHolder, in the manner and at the place of payment specified therefor in for payments hereunder to be made by the Credit Agreement, for the account of the Lenders and the Administrative AgentCompany.

Guaranty of Payment and Performance. The As Affiliate Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Lender to Borrower, for value received and hereby acknowledged, and as an inducement to Lender to make the Loans and issue Letters of Credit, Affiliate Guarantor hereby guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This The Guaranty of Affiliate Guarantor contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Affiliate Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the Affiliate Guarantor. Payments by the Affiliate Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor Each of the Guarantors hereby ----------------------------------- guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such Obligations which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the joint and several obligations of each of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentXxxxxx, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agentpayable, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by each of the Guarantor Guarantors hereunder may be required by the Administrative Agent Xxxxxx on any number of occasions. All payments by the Guarantor such Guarantors hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative AgentNote.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Lenders and the Administrative Agent Secured Party the full and punctual payment when due (whether at stated maturity, by required pre-paymentpursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the Borrower to the Secured Party, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations including all such which would become due but for (as defined in the operation of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bSecurity Agreement) and 506(b) of any other obligations under the Federal Bankruptcy CodePurchase Agreement, the Note and other Loan Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Secured Party first attempt attempts to collect any of the Guarantied Obligations from the Company Borrower or resort to any collateral security or other means of obtaining their payment. Should the Company Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentSecured Party, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent Secured Parties on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy CodeCode in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments Guarantor and thereafter payments by the Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All occasions and all such payments by the Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in the Credit AgreementNote, for the account of the Lenders Lender. Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon Guarantor with respect to any amount payable by it hereunder, Guarantor will pay to the Administrative AgentLender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon Guarantor. Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Guarantor hereunder. The obligations of Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. The Subject to the limitations of Section 3 below, the Guarantor hereby guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of a Construction Term Loan Agreement of even or recent date and a Note of even or recent date in the amount of up to Eight Million Five Hundred Thousand Dollars ($8,500,000.00) together with interest, fees and other amounts as therein provided, all together with any and all renewals, modifications, consolidations and extensions thereof, and all other agreements and other obligations of the Obligations including Customer to the Lender which evidence, govern or secure the foregoing loan agreement and note and/or any and all such which would become due but for renewals, modifications, consolidations and extensions thereof (collectively the operation "Obligations"). Subject to the limitations of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy Code. This Section 3 below, this Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Customer or resort to any collateral security or other means of obtaining their payment. Should the Company Customer default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby guarantees to the Lenders Holders and the Administrative Collateral Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Collateral Agent or any Lender Holder first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentCollateral Agent or the Majority Holders, become immediately due and payable to the Administrative Collateral Agent, for the benefit of the Lenders Holders and the Administrative Collateral Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the each Guarantor hereunder may be required by the Administrative Collateral Agent or the Marjority Holders on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby absolutely and unconditionally guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of advances to, and debts, liabilities, obligations, covenants and duties of, the Obligations Borrower, including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy CodeCode (the “Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without any other demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, Lender in the manner and at the place of payment specified therefor in the Credit Banking Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The For value received and hereby acknowledged and as an inducement to the Lenders to make Loans to the Borrowers and the Issuing Banks to issue Letters of Credit for the account of the Borrowers, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Lenders Agents, the Issuing Banks and the Administrative Agent Lenders, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy CodeCode (such obligations collectively being the “Guaranteed Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and §6 is in no way conditioned upon any requirement that the Administrative Agent any Agent, any Issuing Bank or any Lender first attempt to collect any of the Obligations from the Company applicable Borrower or, as the case may be, Borrowers or resort to any collateral security or other means of obtaining payment. Should the Company any Borrower default in the payment or performance of any of the its Obligations, the obligations of the each Guarantor hereunder with respect to such the Guaranteed Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Lenders, the Issuing Banks and the Administrative AgentAgents, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by Notwithstanding anything to the Guarantor hereunder may contrary contained in this §6, the parties hereto agree that Paperchase shall not be required by the Administrative Agent on to be a guarantor of any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and Obligations hereunder. The guarantee by each of the Administrative AgentBorrowers pursuant to this §6.1 is without prejudice to its liability as a principal debtor under this Agreement.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to ----------------------------------- the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrowers or resort to any collateral security or other means of obtaining payment. Should the Company Borrowers default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Section Section 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent. To the extent that any Guarantor makes a payment hereunder in excess of the aggregate amount of the benefit received by such Guarantor in respect of the extensions of credit under the Credit Agreement (the "Benefit Amount"), then such Guarantor, after the payment in full in cash of all of the Obligations, shall be entitled to recover from each other Guarantor such excess payment, pro rata in accordance with the ratio of the Benefit Amount received by each such other Guarantor to the total Benefit Amounts received by all Guarantors, and the right to such recovery shall be deemed to be in asset and property of such Guarantor so funding; provided that all such rights to recovery shall be subordinate and junior in right of payment to the final and indefeasible repayment in full in cash of all of the Obligations.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to ----------------------------------- the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrowers or resort to any collateral security or other means of obtaining payment. Should the Company Borrowers default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Financial Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders Administrative/Collateral Agent (on behalf of the Agents and the Administrative Agent Lenders) the full payment and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all liabilities, agreements and other obligations of each of UACC, the Sellers and the Servicer to the Administrative/Collateral Agent, each Agent, and each of the Obligations including all such which would Lenders under the Transaction Documents, whether direct or indirect, absolute or contingent, due or to become due but for due, secured or unsecured, now existing or hereafter arising or acquired excluding, however, the operation payment of the automatic stay pursuant to § 362(a) of Advances and Fees and Yield thereon (such non-excluded obligations, collectively, the Federal Bankruptcy Code and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy Code“Guaranteed Obligations”). This Guaranty The guaranty provided hereunder is an absolute, unconditional and continuing irrevocable guaranty of the full and punctual payment and performance of all of the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Administrative/Collateral Agent, any Agent or any Lender first attempt to collect any of the Guaranteed Obligations from UACC, the Company Sellers or the Servicer or resort to any collateral security or other means of obtaining their payment. Should UACC, a Seller or the Company Servicer default in the payment or performance of any of the Guaranteed Obligations, the obligations with respect to the payment or performance in default of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit Administrative/Collateral Agent (on behalf of the Lenders Agents and the Administrative AgentLenders), without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Administrative/Collateral Agent (on behalf of the Agents and the Lenders), acting at the direction of the Required Lenders, on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and ----------------------------------- punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative AgentAgent and shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding.

Guaranty of Payment and Performance. The Guarantor Parent hereby guarantees to ----------------------------------- the Lenders Agent and the Administrative Agent Banks, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor Parent hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the GuarantorParent. Payments by the Guarantor Parent hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor Parent hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement(S)6.2.1 hereof, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Loan Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(atoss.362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bofss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Lenders first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, on behalf of the Lenders, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLenders, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, on behalf of the Lenders, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and Lenders. If at any time within twelve (12) months of the Administrative AgentBorrower's making of any Management Fee Payment (as defined in the Credit Agreement) or Dividend Payment (as defined in the Credit Agreement), either an Event of Default or Unmatured Event of Default occurs under the Credit Agreement or the Borrower fails to be in compliance with each financial covenant set forth in Section 10.6 of the Credit Agreement, the Guarantor shall immediately upon demand repay such amount of the Management Fee Payment or Dividend Payment, as applicable, to the extent necessary to cure such Event of Default or Unmatured Event of Default.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent Noteholders the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bSection.502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Noteholder first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentRequired Holders, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentNoteholders, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent Noteholders on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative AgentNoteholders, in the manner and at the place of payment specified therefor in the Credit AgreementNote Agreements, for the account of the Lenders and the Administrative AgentNoteholders.

Guaranty of Payment and Performance. The Guarantor Guarantors hereby guarantees jointly and severally guarantee to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of each of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations Obligations, including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code of the United States and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy CodeCode of the United States. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to ----------------------------------- the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(ass.362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Loan Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees Guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(ass.362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company any Borrowers or resort to any collateral security or other means of obtaining payment. Should the Company any Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Guarantor Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the such manner and at the place of payment specified therefor in the Credit Agreement, Agreement for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders Administrative/Collateral Agent (on behalf of the Agents and the Administrative Agent Lenders) the full payment and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all liabilities, agreements and other obligations of each UACC, the Seller and the Servicer to the Administrative/Collateral Agent, each Agent, and each of the Obligations including all such which would Lenders under the Transaction Documents, whether direct or indirect, absolute or contingent, due or to become due but for due, secured or unsecured, now existing or hereafter arising or acquired excluding, however, the operation payment of the automatic stay pursuant to § 362(a) of Advances and Fees and Yield thereon (such non-excluded obligations, collectively, the Federal Bankruptcy Code and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy Code“Guaranteed Obligations”). This Guaranty The guaranty provided hereunder is an absolute, unconditional and continuing irrevocable guaranty of the full and punctual payment and performance of all of the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Administrative/Collateral Agent, any Agent or any Lender first attempt to collect any of the Guaranteed Obligations from UACC, the Company Seller or the Servicer or resort to any collateral security or other means of obtaining their payment. Should UACC, the Company Seller or the Servicer default in the payment or performance of any of the Guaranteed Obligations, the obligations with respect to the payment or performance in default of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit Administrative/Collateral Agent (on behalf of the Lenders Agents and the Administrative AgentLenders), without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Administrative/Collateral Agent (on behalf of the Agents and the Lenders), acting at the direction of the Required Lenders, on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the ObligationsObligations which default remains continuing beyond any applicable grace period, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees Guarantors hereby, jointly and severally, guaranty to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-pre- payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Lenders and the Administrative Agent Secured Party the full and punctual payment when due (whether at stated maturity, by required pre-paymentpursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the Issuer to the Secured Party, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations including all such which would become due but for (as defined in the operation of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bSecurity Agreement) and 506(b) of any other obligations under the Federal Bankruptcy CodePurchase Agreement, the Notes and other Transaction Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Secured Party first attempt attempts to collect any of the Guarantied Obligations from the Company Issuer or resort to any collateral security or other means of obtaining their payment. Should the Company Issuer default in the payment or performance of any of the Guarantied Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentSecured Party, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent Secured Parties on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(a(S)362(a) of the Federal Bankruptcy Code and the operation of §§ 502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations and other entities, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Lenders Agents and the Administrative Agent Banks, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation Obligations. Each of the automatic stay pursuant to § 362(a) Guarantors is accepting joint and several liability hereunder in consideration of the Federal Bankruptcy Code other Guarantors accepting joint and the operation of §§ 502(b) and 506(b) of the Federal Bankruptcy Codeseveral liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent Agents or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative AgentAgents, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantor Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreementss. 8.1.1 hereof, for the account of the Lenders Banks and the Administrative AgentAgents.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company Borrower or resort to any cash collateral security for Reimbursement Obligations as contemplated by Section 4.1.7 of the Credit Agreement or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the any Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor Each of the Guarantors hereby guarantees to the Lenders Banks and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § 362(ass.362(a) of the Federal Bankruptcy Code and the operation of §§ 502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Companies or resort to any collateral security or other means of obtaining payment. Should the Company Companies default in the payment or performance of any of the Obligations, the obligations of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Each Guarantor hereby jointly and severally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations of the Borrower (referred to in this Section 6.2 as the "Borrower's Obligations"), including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) 58 -50- of the Federal Bankruptcy Code and the operation of §§ Section Section 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Borrower's Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Borrower's Obligations from the Company Borrower or any other Guarantor or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Borrower's Obligations, the obligations of the each Guarantor hereunder with respect to such Borrower's Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by the each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit this Agreement, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby guarantees to the Lenders and the Administrative Agent Banks the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations under the Credit Agreement, including all such which Obligations that would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Obligations from the Company Borrower or resort to any collateral security or other means of obtaining payment. Should the Company Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent Agent, for the benefit of the Banks and the Agent, on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders Banks and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor hereby jointly and severally guarantees to the Lenders and the Administrative Agent Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Secured Obligations (as such term is defined in the Security Agreement) including all such which would become due but for the operation of the automatic stay pursuant to § Section 362(a) of the Federal Bankruptcy Code and the operation of §§ Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Secured Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Purchasers or the Agent or any Lender first attempt to collect any of the Secured Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Secured Obligations, the obligations of the Guarantor hereunder with respect to such Secured Obligations in default shall, upon demand by the Administrative AgentPurchasers, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentPurchasers, without demand or notice of any nature, all of which are notice is expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent Purchasers on any number of occasions. All payments by the Guarantor hereunder shall be made to the Administrative AgentPurchasers, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative AgentTransaction Documents.

Guaranty of Payment and Performance. The Each Guarantor hereby guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to § §362(a) of the Federal Bankruptcy Code and the operation of §§ §502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Company any Borrower or resort to any collateral security or other means of obtaining payment. Should the Company any Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantor Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the Guarantor Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantor Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent.