Common use of Guaranty of Payment and Performance Clause in Contracts

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Each Guarantor acknowledges hereby, jointly and ----------------------------------- severally, guarantees to the Beneficiary the prompt payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that this if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time for payment or renewal of any of the Obligations, each Guarantor guarantees to the Beneficiary that the same will be promptly paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment and performance of all of the Obligations, and not mere a guaranty of collection. The liability Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth in the Transaction Documents, all of the terms, covenants and conditions therein required to be kept, observed or performed by the Borrower. Each Guarantor shall pay all of its payment obligations under this Agreement Guaranty to the Beneficiary in full when due, and each Guarantor shall be direct and immediate and not conditional perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives exercising any right to require that an action be brought against Tenant of setoff, recoupment, or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amendedcounterclaim, or any defense, and without any abatement, diminution, deduction, or other debtor relief law (whether statutory, common law, case law or otherwise) reduction of any jurisdiction whatsoeverkind. Any modification, now limitation or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise discharge of any of the remedies available to Landlordobligations, indebtedness or liabilities of the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Agreement Guaranty in any manner whatsoever, and this Guaranty shall nevertheless remain continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and Guarantor this Guaranty shall continue to be liable in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Borrower not paying any amount which would, but for all remaining obligations guaranteed herebysuch unenforceability, even though any rights which Guarantor may invalidity or illegality, have against Tenant may be destroyed or dismissed been payable by the exercise Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of any such remedya guarantee.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. Guarantor is executing this Agreement as a primary obligor and not merely as a surety. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event If there occurs an Event of a default Default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedy. If at any time any payment by Tenant of any obligation under the Lease is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Tenant or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, Tenant or any substantial part of its property or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Guaranty of Payment and Performance. The Guarantors hereby unconditionally and irrevocably guaranty to Agent and Banks the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. Without limitation of the foregoing, the Obligations shall include (a) all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Agent and Banks in collecting any amount due Agent and Banks under this Guaranty or in prosecuting any action against Borrower, any Guarantor acknowledges or any other guarantor with respect to all or any part of the Obligations (collectively, the “Enforcement Costs”), and ----------------------------------- agrees (b) all interest, fees, costs and expenses due Agent and Banks after the filing of a bankruptcy petition by or against any Guarantor or Borrower regardless of whether such amounts can be collected during the pendency of the bankruptcy proceedings. The Guarantors agree that this Guaranty is a present and continuing guaranty of payment and performance not of collectibility, and that Banks shall not mere be required to prosecute collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional , enforcement or contingent upon the pursuit of any other remedies against Tenant Borrower, any other guarantor of the Obligations or any other person Person before calling on the Guarantors for payment. The Guarantors agree that if, for any reason, Borrower or entityany other guarantor of the Obligations shall fail or be unable to pay, punctually and fully, any of the Obligations, the Guarantors shall pay such obligations to Banks in full immediately upon demand. Guarantor waives any right to require The Guarantors agree that an action one or more successive actions may be brought against Tenant the Guarantors or any other person or entity. In the eventGuarantor as often as Banks deem advisable, on account until all of the Bankruptcy Reform Act Obligations are paid and performed in full. Anything contained in this Guaranty to the contrary notwithstanding, the obligations of 1978, the Guarantors hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantors’ obligations hereunder subject to avoidance as amended, a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any other debtor relief provisions of applicable state law (whether statutorycollectively, common lawthe “Fraudulent Transfer Laws”), in each case law after giving effect to all other liabilities of the Guarantors, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantors in respect of intercompany indebtedness to Borrower or Affiliates of Borrower to the extent such indebtedness would be discharged in an amount equal to the amount paid by the Guarantors hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any jurisdiction whatsoeverrights of subrogation, now contribution, reimbursement, indemnity or hereafter in effect, which may be or become applicable, Tenant shall be relieved similar rights of the Lease Guarantors pursuant to applicable law or any debt, obligation or liability as provided in agreement providing for an equitable allocation among the Lease, Guarantor shall nevertheless be fully liable for the complete Guarantors and timely performance other Affiliates of all Borrower of obligations imposed on Tenant arising under guarantees by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyparties.

Guaranty of Payment and Performance. Guarantor acknowledges The Guarantors hereby jointly and ----------------------------------- agrees that this severally guarantee to the 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 a an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon the pursuit of any remedies against Tenant or requirement that any other person or entity. Guarantor waives Secured Party first attempt to collect any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act Obligations from any Company or resort to any collateral security or other means of 1978, as amended, or obtaining payment. Should any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided Company default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the joint and several obligations of the Guarantors hereunder with respect to Landlordsuch Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Secured Parties, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by the 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 Secured Parties. Without limiting the foregoing, each Guarantor represents and warrants that it is organized and resident in the United States of America. Each 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 such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of a Secured Party) is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor 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. Each 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 such Guarantor hereunder. The obligations of each Guarantor under this Agreement paragraph shall nevertheless remain survive the payment in full force of the Obligations and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise termination of any such remedythis Guaranty.

Guaranty of Payment and Performance. Guarantor acknowledges and agrees ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this This is a guaranty of payment and performance and not mere a guaranty of collection. The liability of , and each Subsidiary Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor hereby waives any right to require that an any action on or in respect of any Note Document, the Guaranty Agreement or any instrument or agreement relating to the Guaranteed Obligations be brought against Tenant the Company, the Parent, any other Subsidiary Guarantor or any other person Person or entity. In that resort be had to any direct or indirect security for the eventNotes, on account of for the Bankruptcy Reform Act of 1978, as amended, Guaranty Agreement or for this Subsidiary Guaranty Agreement or any other debtor relief law (whether statutoryremedy. Any Beneficiary may, common lawat its option, case law proceed hereunder against any Subsidiary Guarantor in the first instance to collect monies when due, the payment of which is guaranteed hereby, without first proceeding against the Company, the Parent, any other Subsidiary Guarantor or otherwise) any other Person and without first resorting to any direct or indirect security for the Notes, for the Guaranty Agreement or for this Subsidiary Guaranty Agreement or any other remedy. The liability of each Subsidiary Guarantor hereunder shall in no way be affected or impaired by any acceptance by any Beneficiary of any jurisdiction whatsoeverdirect or indirect security for, now or hereafter in effectother guaranties of, which may be the Guaranteed Obligations or become applicableby any failure, Tenant shall be relieved delay, neglect or omission by any Beneficiary to realize upon or protect any of the Lease Guaranteed Obligations or any debt, obligation Notes or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to other instruments evidencing the same extent as if Guarantor had been the original tenant thereunder and the Lease shall or any direct or indirect security therefor or by any approval, consent, waiver, or other action taken or omitted to be deemed unaffected taken by any such relief granted to TenantBeneficiary. In Each Subsidiary Guarantor (i) acknowledges that certain obligations of the event of a default Company under the Lease which is not cured within Note Agreement will survive the payment or transfer of any applicable grace Note and the termination of the Note Agreement, (ii) acknowledges that certain obligations of the Parent under the Guaranty Agreement will survive the payment or cure period, Landlord shall have transfer of any Note and the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to termination of the maximum extent permitted by lawGuaranty Agreement, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If (iii) agrees that the obligations guaranteed hereby are partially performed, paid of each Subsidiary Guarantor hereunder with respect to such surviving obligations shall also survive the payment or discharged by reason transfer of any Note and the termination of the exercise of any of Note Agreement and the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyGuaranty Agreement.

Guaranty of Payment and Performance. Guarantor acknowledges hereby unconditionally and ----------------------------------- irrevocably guarantees to Lenders the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. Without limitation of the foregoing, the Obligations shall include (a) all costs and expenses (including reasonable attorneys' fees and expenses) incurred by Lenders in collecting any amount due Lenders under this Guaranty or in prosecuting any action against Borrower or Guarantor with respect to all or any part of the Obligations (collectively, the "Enforcement Costs"), and (b) all interest, fees, costs and expenses due Lenders after the filing of a bankruptcy petition by or against Guarantor or Borrower regardless of whether such amounts can be collected during the pendency of the bankruptcy proceedings. Guarantor agrees that this Guaranty is a present and continuing guaranty of payment and performance not of collectibility, and that Lenders shall not mere be required to prosecute collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional , enforcement or contingent upon the pursuit of any other remedies against Tenant Borrower, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on Guarantor for payment. Guarantor agrees that if, for any reason, Borrower or any other person guarantor of the Obligations shall fail or entitybe unable to pay, punctually and fully, any of the Obligations, Guarantor shall pay such obligations to Lenders in full immediately upon demand. Guarantor waives any right to require agrees that an action one or more successive actions may be brought against Tenant or any other person or entity. In the eventGuarantor, on account as often as Lenders deem advisable, until all of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter Obligations are paid and performed in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyfull.

Guaranty of Payment and Performance. Guarantor acknowledges Guarantors acknowledge and agree ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor Guarantors under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant Tenants or any other person or entity. Guarantor waives Guarantors waive any right to require that an action be brought against Tenant Tenants or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, any Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the LeaseLeases, Guarantor Guarantors shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on any Tenant by the its Lease throughout the entire term of the such Lease, all to the same extent as if Guarantor Guarantors had been the original tenant thereunder and the such Lease shall be deemed unaffected by any such relief granted to such Tenant. In the event of a default under any of the Lease Leases which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor Guarantors shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor Guarantors may have against Tenant Tenants may be destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Each Guarantor acknowledges hereby, jointly and ----------------------------------- severally, guarantees to the Beneficiary the prompt payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that this if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time for payment or renewal of any of the Obligations, each Guarantor guarantees to the Beneficiary that the same will be promptly paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment and performance of all of the Obligations, and not mere a guaranty of collection. The liability Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth in the Transaction Documents, all of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent and the Borrower. Each Guarantor shall pay all of its payment obligations under this Agreement Guaranty to the Beneficiary in full when due, and each Guarantor shall be direct and immediate and not conditional perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives exercising any right to require that an action be brought against Tenant of setoff, recoupment, or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amendedcounterclaim, or any defense, and without any abatement, diminution, deduction, or other debtor relief law (whether statutory, common law, case law or otherwise) reduction of any jurisdiction whatsoeverkind. Any modification, now limitation or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise discharge of any of the remedies available to Landlordobligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Agreement Guaranty in any manner whatsoever, and this Guaranty shall nevertheless remain continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and Guarantor this Guaranty shall continue to be liable in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for all remaining obligations guaranteed herebysuch unenforceability, even though any rights which Guarantor may invalidity or illegality, have against Tenant may be destroyed or dismissed been payable by the exercise Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of any such remedya guarantee.

Guaranty of Payment and Performance. (a) Subject to the limitations contained in the last sentence of this Section 2(a), the Guarantor acknowledges hereby absolutely, unconditionally and ----------------------------------- agrees that this is irrevocably guaranties, as primary obligor and not merely as a surety, the full and punctual performance and payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Financing Document, of the Obligations of Borrowers and each other Credit Party, whether existing on the date hereof or hereinafter incurred or created. The Guarantor’s obligation hereunder shall be a guaranty of payment and performance performance, and not mere collectionof collection only. The Notwithstanding anything set forth herein to the contrary: (i) the liability of the Guarantor under this Agreement Guaranty shall be direct limited to an amount equal to (A) the lesser of (x) $10,000,000 and immediate (y) the sum of (1) all Revolving Loan Availability generated pursuant to clause (e) of the definition of “Borrowing Base” contained in the Credit Agreement plus (2) all Revolving Loan Availability in excess of $20,000,000 generated pursuant to clause (b) of the definition of “Borrowing Base” contained in the Credit Agreement plus (B) the aggregate amount of costs and expenses payable by Guarantor pursuant to Section 3 hereof (the “Guaranteed Obligations”); and (ii) Agent may not conditional make demand for payment under this Guaranty unless a Guaranty Trigger Event has occurred and is continuing. MidCap / Rubicon / Sponsor Guaranty 2 (b) The Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above as well as any commitment to lend, extension of credit or contingent upon other financial accommodations, whether heretofore or hereafter made by the pursuit Lenders or Agent to Borrowers, any extension, renewal or replacement of any remedies against Tenant of the Obligations, any waiver of any Event of Default with respect to the Obligations or otherwise, any cancellation of an existing guaranty, any purchase of any Borrower’s assets by Agent or any Lender, or any other person valuable consideration. (c) The Guarantor agrees that all payments under this Guaranty shall be made in immediately available and freely transferable United States currency and in the same manner as provided for the Obligations. Any payments received by Agent pursuant to this Guaranty shall be applied to the Obligations pursuant to and in accordance with the Credit Agreement. (d) Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantor as security for this Guaranty (if any), not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or entity. Guarantor waives any right such interest is subject to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Federal Bankruptcy Reform Act of 19781978 (11 U.S.C. §101, as amendedet seq.) (the “Bankruptcy Code”) or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantor and Agent agree that if this Guaranty, or any other debtor relief law (whether statutorysuch interests, common lawliens or security interests securing this Guaranty, case law or otherwise) would, but for the application of any jurisdiction whatsoeverthis sentence, now or hereafter in effectconstitute a Fraudulent Conveyance, which may be or become applicable, Tenant this Guaranty and each such lien and security interest shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete valid and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order enforceable only to the maximum extent permitted by lawthat would not cause this Guaranty or such interest, lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all rightsrelevant times. For purposes hereof, powers and remedies provided thereunder “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or hereunder a fraudulent conveyance or by fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise similar law of any of the remedies available state, as in effect from time to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedytime.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this This is a guaranty of payment and performance and not mere of collection. The liability of Guarantor each Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant Borrower, any other Loan Party, any other Indemnitor or any other person or entity(including, without limitation, other guarantors, if any), nor against the collateral for the Loans. Guarantor Each Indemnitor waives any right to require that an action be brought against Tenant Borrower, any other Loan Party, any other Indemnitor or any other person or entityto require that resort be made to any collateral for the Loans or to any balance of any deposit account or credit on the books of the Agent or any Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant Borrower and/or any Loan Party shall be relieved of the Lease or fail to incur any debt, obligation or liability as provided in the LeaseLoan Documents, Guarantor each Indemnitor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all therefor to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenantset forth herein. In the event of a default Default under the Lease Loan Documents which is not cured within any applicable grace or cure period, Landlord Agent (on behalf of the Lenders) shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loans) thereunder or hereunderhereunder (to the extent applicable), in any order to the maximum extent permitted by laworder, and all rights, powers and remedies available to Agent in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to LandlordAgent, this Agreement shall nevertheless remain in full force and effect, and Guarantor each Indemnitor shall continue to be remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Guarantor Indemnitor may have against Tenant Borrower or any other Loan Party may be destroyed or dismissed diminished by the exercise of any such remedy.

Guaranty of Payment and Performance. The Guarantor acknowledges hereby guarantees to the 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 ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. In addition, the Guarantor agrees that this payments by the Guarantor hereunder shall be made without recoupment, 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 a 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 or under any of the other Loan Documents, the Guarantor will pay to the Lender, on the date on which such amount is due and payable under any Loan Document, such additional amount in United States 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 the Guarantor. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon any requirement that the pursuit of Lender first attempt to collect any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act Obligations from the Company or resort to any collateral security or other means of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of obtaining payment. Should the Lease or any debt, obligation or liability as provided Company default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the obligations of the Guarantor hereunder with respect to Landlordsuch Obligations in default shall, this Agreement shall nevertheless remain in full force upon demand by the Lender, become immediately due and effectpayable to the Lender, and without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant hereunder may be destroyed or dismissed required by the exercise Lender on any number of any such remedyoccasions.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this This is a guaranty of payment and performance and not mere a guaranty of collection. The liability of , and each Subsidiary Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor hereby waives any right to require that an any action on or in respect of the Note Agreement, the Notes, the Guaranty Agreement or any instrument or agreement relating to the Guaranteed Obligations be brought against Tenant the Company, the Parent, any other Subsidiary Guarantor or any other person Person or entity. In that resort be had to any direct or indirect security for the eventNotes, on account of for the Bankruptcy Reform Act of 1978, as amended, Guaranty Agreement or for this Subsidiary Guaranty Agreement or any other debtor relief law (whether statutoryremedy. Any Beneficiary may, common lawat its option, case law proceed hereunder against any Subsidiary Guarantor in the first instance to collect monies when due, the payment of which is guaranteed hereby, without first proceeding against the Company, the Parent, any other Subsidiary Guarantor or otherwise) any other Person and without first resorting to any direct or indirect security for the Notes, for the Guaranty Agreement or for this Subsidiary Guaranty Agreement or any other remedy. The liability of each Subsidiary Guarantor hereunder shall in no way be affected or impaired by any acceptance by any Beneficiary of any jurisdiction whatsoeverdirect or indirect security for, now or hereafter in effectother guaranties of, which may be the Guaranteed Obligations or become applicableby any failure, Tenant shall be relieved delay, neglect or omission by any Beneficiary to realize upon or protect any of the Lease Guaranteed Obligations or any debt, obligation Notes or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to other instruments evidencing the same extent as if Guarantor had been the original tenant thereunder and the Lease shall or any direct or indirect security therefor or by any approval, consent, waiver, or other action taken or omitted to be deemed unaffected taken by any such relief granted to TenantBeneficiary. In Each Subsidiary Guarantor (i) acknowledges that certain obligations of the event of a default Company under the Lease which is not cured within Note Agreement will survive the payment or transfer of any applicable grace Note and the termination of the Note Agreement, (ii) acknowledges that certain obligations of the Parent under the Guaranty Agreement will survive the payment or cure period, Landlord shall have transfer of any Note and the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to termination of the maximum extent permitted by lawGuaranty Agreement, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If (iii) agrees that the obligations guaranteed hereby are partially performed, paid of each Subsidiary Guarantor hereunder with respect to such surviving obligations shall also survive the payment or discharged by reason transfer of any Note and the termination of the exercise of any of Note Agreement and the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyGuaranty Agreement.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account (a) Guaranty by Parent of the Bankruptcy Reform Act of 1978, Borrower’s Obligations. Parent (being referred to herein in its capacity as amended, or any other debtor relief law guarantor as a “Guarantor”) hereby guarantees (such guaranty being hereinafter referred to as the “Parent Guaranty”) to the Lenders and the Administrative Agent the full and punctual payment when due (whether statutoryat stated maturity, common lawby required pre-payment, case law by acceleration or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved all of the Lease or any debtobligations of the Borrower hereunder and under the other Loan Documents (including, obligation or liability as provided but not limited to, the principal of the Loans advanced to the Borrower, all Reimbursement Obligations of the Borrower in respect of Letters of Credit, and all interest, fees, expenses, indemnities and other amounts payable by the LeaseBorrower hereunder), Guarantor shall nevertheless be fully liable including all such which would become due but for the complete operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and timely the operation of §502(b) of the Federal Bankruptcy Code. The Parent Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all such obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder Borrower hereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by lawother Loan Documents, and all rights, powers not of their collectibility only and remedies provided thereunder is in no way conditioned upon any requirement that the Administrative Agent or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any Lender first attempt to collect any of the remedies available Borrower’s obligations from the Borrower or resort to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue any other means of obtaining payment. Should an Event of Default occur with respect to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed the payment or dismissed by the exercise performance of any such remedyobligations of the Borrower, the obligations of Parent under the Parent Guaranty 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 Parent. Payments by Parent in respect of the Parent Guaranty may be required by the Administrative Agent on any number of occasions. All payments by Parent in respect of the Parent Guaranty shall be made to the Administrative Agent, in the manner and at the place of payment specified hereunder, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. The Guarantor acknowledges hereby guarantees to the Agent and ----------------------------------- the 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 Guaranteed Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. In addition, the Guarantor agrees that this payments by the Guarantor hereunder shall be made without recoupment, 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 a 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 or under any of the other Loan Documents, the Guarantor will pay to the Agent and each Lender, on the date on which such amount is due and payable under any Loan Document, such additional amount in United States dollars as shall be necessary to enable the Agent and each Lender to receive the same net amount which the Agent and each Lender would have received on such due date had no such obligation been imposed upon the Guarantor. 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 mere collectionof their collectibility only and is in no way conditioned upon any requirement that the Agent or any Lender first attempt to collect any of the Guaranteed Obligations from the Company or resort to any collateral security or other means of obtaining payment. The liability Should (a) any Event of Default under the Loan Agreement have occurred and not have been waived by each of the Lenders or (b) Guarantor under this Agreement fail to comply with any of its covenants contained herein (a "Covenant Default"), including but not limited to the Senior Leverage Ratio, and such Covenant Default has not been waived by each of the Lenders, then the obligations of the Guarantor hereunder with respect to the Guaranteed Obligations shall become immediately due and payable to the Agent, for the benefit of the Lenders and the 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 Lenders on any number of occasions. All payments by the Guarantor hereunder shall be direct made to the Agent, in the manner and immediate and not conditional or contingent upon at the pursuit place of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In payment specified therefor in the eventLoan Agreement, on for the account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder Lenders and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyAgent.

Guaranty of Payment and Performance. Guarantor acknowledges (a) MSC hereby ----------------------------------- unconditionally guarantees to Lessor the due and ----------------------------------- agrees that this punctual payment of all sums stated in Lease to be payable by PFM ("Rent"), when and as the same shall become due and payable during or after the expiration or earlier termination of the Term. Such guaranty is a an absolute, unconditional, present and continuing irrevocable guaranty of payment and performance not of collectibility and not mere collectionis in no way conditioned or contingent upon any attempt to collect from PFM, any attempt to realize upon any or all security existing at any time for the benefit of Lessor or upon any other condition or contingency. The liability If PFM shall fail to pay punctually any Rent when and as the same shall become due and payable, MSC will immediately pay the same to Lessor or to any other person to whom the same is due and payable. Should Lessor or Lender be obligated by any bankruptcy or other law to repay to PFM or MSC or to any trustee, receiver or other representative of Guarantor under either of them, any amounts previously paid, then this Agreement shall be direct reinstated in the amounts of such repayment. Neither Lessor nor Lender shall be required to litigate or otherwise dispute its obligation to make such repayments if it in good faith and immediate on the advice of counsel believes that such obligation exists. (b) MSC unconditionally guarantees that PFM will duly perform and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account comply with all of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved terms of the Lease which are required to be performed or complied with by PFM. In case PFM shall fail so to perform or comply with any debtsuch term, obligation whether or liability as provided in the Leasenot such failure shall constitute a Default or an Event of Default, Guarantor shall nevertheless be fully liable for the complete and timely performance MSC, upon receipt of all obligations imposed on Tenant by the Lease throughout the entire term notice of such failure (regardless of the Leasesource of such notice), all to will promptly perform or comply with such term or cause the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed performed or dismissed by the exercise of any such remedycomplied therewith.

Guaranty of Payment and Performance. The Guarantor acknowledges hereby guarantees to the Lender the full and ----------------------------------- agrees that this 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 in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is a an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon any requirement that the pursuit Lender first attempt to collect any of any remedies against Tenant the Obligations from the Borrower or any other person Person or entityresort to any collateral security or other means of obtaining payment. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In Should the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided Borrower default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the obligations of the Guarantor hereunder with respect to Landlordsuch Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Lender, 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 Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Lender, in the manner and at the place of payment specified therefor in the Note or Supplemental Loan Document, as applicable, for the account of the Lender. 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 will pay to the Lender 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 the Guarantor. The 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 the Guarantor hereunder. The obligations of the Guarantor under this Agreement paragraph shall nevertheless remain survive the payment in full force of the Obligations and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise termination of any such remedythis Guaranty.

Guaranty of Payment and Performance. (a) Each Guarantor acknowledges hereby ----------------------------------- unconditionally and ----------------------------------- irrevocably, jointly and severally, guaranties to Agent and the Lenders the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of the Obligations. Each Guarantor agrees that this Guaranty is a present and continuing guaranty of payment and performance not of collectibility, and that the Lenders shall not mere be required to prosecute collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional , enforcement or contingent upon the pursuit of any other remedies against Tenant a Borrower, any other guarantor of the Obligations or any other person Person, or entityto enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on any Guarantor for payment. Each Guarantor waives agrees that if, for any right reason, a Borrower or any other guarantor of the Obligations shall fail or be unable to require pay, punctually and fully, any of the Obligations, such Guarantor shall pay such obligations to the Lenders in full immediately upon demand. Each Guarantor agrees that an action one or more successive actions may be brought against Tenant any Guarantor, as often as the Lenders deem advisable, until all of the Obligations are paid and performed in full. (b) Notwithstanding any provision in this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by the each Guarantor as security for its obligations under this Guaranty, not constitute a "Fraudulent Conveyance" (as defined below) in the event that this Guaranty or such interest is subject to the Bankruptcy Code or any other person applicable fraudulent conveyance or entityfraudulent transfer law or similar law of any state. In the eventConsequently, on account of the Bankruptcy Reform Act of 1978, as amendedeach Guarantor and Agent agree that if this Guaranty, or any other debtor relief law (whether statutorysuch interests, common lawliens or security interests securing this Guaranty, case law or otherwise) would, but for the application of any jurisdiction whatsoeverthis sentence, now or hereafter in effectconstitute a Fraudulent Conveyance, which may be or become applicable, Tenant this Guaranty and each such lien and security interest shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete valid and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order enforceable only to the maximum extent permitted by lawthat would not cause this Guaranty or such interest, lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all rightsrelevant times. For purposes hereof, powers and remedies provided thereunder "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of the Bankruptcy Code or hereunder a fraudulent conveyance or by fraudulent transfer under the provisions of the applicable fraudulent conveyance or fraudulent transfer law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise similar law of any of the remedies available state, as in effect from time to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedytime.

Guaranty of Payment and Performance. 2.1 Guarantor acknowledges hereby irrevocably, absolutely and ----------------------------------- agrees that this is unconditionally guarantees (as primary obligor and not merely as a guaranty of surety) to Landlord the full, faithful and punctual payment and performance by Tenant of each and every one of Tenant’s Obligations of every nature whatsoever under the Lease and Development Agreement (collectively, the “Guaranteed Obligations”), including, without limitation, all Guaranteed Obligations that would become due but for the operation of the automatic stay pursuant to §362(a) of the Bankruptcy Code or the operation of Sections 365, 502(b) or 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code which would limit payment or performance of any Obligations of the Tenant. This Guaranty is direct, immediate and primary and is a guarantee of the full payment and performance of all Guaranteed Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectability only and immediate and not conditional is in no way conditioned or contingent upon any requirement that Landlord first attempt to collect or enforce any of the pursuit of any remedies against Guaranteed Obligations from the Tenant or upon any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account contingency or circumstance whatsoever. It is expressly understood and agreed by Guarantor that to the extent Guarantor’s obligations hereunder relate to Guaranteed Obligations which require performance other than the payment of money, Landlord may proceed against Guarantor to effect specific performance thereof or for payment of damages resulting from the Bankruptcy Reform Act Tenant’s nonperformance. 2.2 If Tenant fails to pay or perform any Guaranteed Obligation when due or required for any reason (which failure constitutes an Event of 1978Default under the Lease and Development Agreement), Guarantor will pay or cause to be paid, or perform or cause to be performed, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability such Guaranteed Obligation directly upon Landlord’s demand therefor and without Landlord having to make prior demand on Tenant. Except as otherwise provided in the Lease, Guarantor shall nevertheless be fully liable for the complete Lease and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the LeaseDevelopment Agreement, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease payment or performance hereunder shall be deemed unaffected made without reduction, whether by any such relief granted to Tenantoffset, payment in escrow, or otherwise. In the event of a default under the Lease which Guarantor is not cured within any applicable grace or cure periodliable for, and hereby indemnifies Landlord shall have the right to enforce its rightsfor, powers Landlord’s reasonable costs and remedies thereunder or hereunderexpenses, including reasonable attorneys’ fees, costs and disbursements, incurred in any order effort to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder collect or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of enforce any of the remedies available Guaranteed Obligations under this Guaranty, whether or not any lawsuit is filed. 2.3 All payments made by Guarantor hereunder shall be made to Landlord, this Agreement shall nevertheless remain in full force the manner and effect, at the place of payment specified therefor in the Lease and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyDevelopment Agreement.

Guaranty of Payment and Performance. The Guarantor acknowledges hereby guarantees to the Lenders the full and ----------------------------------- agrees punctual payment when due (whether at maturity, by acceleration or otherwise), as well as the performance, of all of the Obligations (as defined in the Credit Agreement), including all such that 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, together with all costs of collection, compromise or enforcement, including without limitation reasonable attorneys' fees, incurred with respect to the 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 creditors concerning Borrower or Guarantor, together with interest on all such costs of collection, compromise or enforcement from the date arising at the rate of interest for overdue principal set forth in the Credit Agreement (all the foregoing, collectively, the "Guaranty Obligations"). This Guaranty is a an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guaranty Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon any requirement that the pursuit of Lenders first attempt to collect any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act Guaranty Obligations from the Borrower or resort to any security or other means of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of obtaining their payment. Should the Lease or any debt, obligation or liability as provided Borrower default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the obligations of the Guarantor hereunder shall become immediately due and payable to Landlordthe Lenders, this Agreement shall nevertheless remain in full force and effectwithout demand or notice of any nature, and all of which are expressly waived by the Guarantor. Payments by the Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant hereunder may be destroyed or dismissed required by the exercise Lenders on any number of any such remedyoccasions. All payments by the Guarantor hereunder shall be made to Fleet as agent for the Lenders, in the manner and at the place of payment specified therefor in the Credit Agreement.

Guaranty of Payment and Performance. Guarantor acknowledges This Guaranty is an absolute and ----------------------------------- agrees that this is unconditional Guaranty of payment and of performance (rather than a guaranty of collection). If Borrower shall fail to (a) make any payment of any sum due under the Note or Mortgage, (b) complete Improvements upon the Property within the period or periods required by the Loan Agreement, if any, in accordance with the Drawings and performance and not mere collection. The liability of Guarantor under this Agreement Specifications with only such amendments thereto as shall be direct approved by the Lender, and immediate in accordance with all laws, rules, regulations, and not conditional requirements of all governmental authorities having jurisdiction, (c) keep the Property free from all liens and claims which may be filed or contingent upon made for performing work and labor thereon or furnishing materials therefor, or both, or (d) make payment in full on or before the pursuit date of completion, for the cost of making the improvements and all related costs associated with the Property, or if the Borrower shall default in any remedies against Tenant term, covenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account condition of the Bankruptcy Reform Act of 1978Loan Documents, as amendedthen Guarantor hereby unconditionally jointly and severally guarantees to the Lender that Guarantor shall (1) pay (without first requiring the Lender to proceed against Borrower, or any other debtor relief law security) to the Lender the entire unpaid balance with interest and costs, including all sums secured by the Mortgage, (whether statutory2) cure any default in any term, common lawcovenant, case law or otherwisecondition of the Loan Documents, (3) cause the improvements upon the Property to be completed within the period or periods required by the Loan Agreement, if any, in accordance with the Drawings and Specifications, amended only as aforesaid, and in accordance with all laws, rules, regulations, and requirements of any jurisdiction whatsoeverall governmental authorities having jurisdiction, now or hereafter in effect, (4) cause said liens and claims to be removed and thereafter keep the Property free from all liens and claims which may be filed or become applicablemade for performing work and labor thereon or furnishing materials therefor, Tenant shall be relieved or both, and (5) make payment in full on or before the date of completion for the costs of the Lease or improvements and related costs associated with the Property. Guarantor further agrees to indemnify and hold harmless, the Lender and its and their present and future controlling persons, directors, officers, agents and employees from any debt, obligation or liability as provided loss (including reasonable attorney's fees) resulting from any default made at any time by Borrower in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term any terms of the Lease, all to the same extent as if Loan Documents or by Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason terms of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyGuaranty.

Guaranty of Payment and Performance. Guarantor acknowledges The Guarantors hereby jointly and ----------------------------------- agrees that this severally guarantee to the Secured Party 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 a an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon any requirement that the pursuit of Secured Party first attempt to collect any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act Obligations from the Company or resort to any collateral security or other means of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of obtaining payment. Should the Lease or any debt, obligation or liability as provided Company default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the joint and several obligations of the Guarantors hereunder with respect to Landlordsuch Obligations in default shall, upon demand by the Secured Party, become immediately due and payable to the Secured Party, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party on any number of occasions. All payments by the Guarantors hereunder shall be made to the Secured Party, in the manner and at the place of payment specified therefor in the Note, for the account of the Secured Party. Each 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 such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Secured Party 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 Party to receive the same net amount which the Secured Party would have received on such due date had no such obligation been imposed upon the Guarantor. Each Guarantor will deliver promptly to the Secured Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this Agreement paragraph shall nevertheless remain survive the payment in full force of the Obligations and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise termination of any such remedythis Guaranty.

Guaranty of Payment and Performance. (a) Subject to the limitations contained in the last sentence of this Section 2(a), the Guarantor acknowledges hereby absolutely, unconditionally and ----------------------------------- agrees that this is irrevocably guaranties, as primary obligor and not merely as a surety, the full and punctual performance and payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Financing Document, of the Obligations of Borrowers and each other Credit Party, whether existing on the date hereof or hereinafter incurred or created, to the extent constituting Guaranteed Obligations. The Guarantor’s obligation hereunder shall be a guaranty of payment and performance performance, and not mere collectionof collection only. The liability of Guarantor Notwithstanding anything set forth herein to the contrary, Agent may not make demand for payment under this Agreement shall be direct Guaranty unless a Guaranty Trigger Event has occurred and immediate and not conditional is continuing. (b) The Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above as well as any commitment to lend, extension of credit or contingent upon other financial accommodations, whether heretofore or hereafter made by the pursuit Lenders or Agent to Borrowers, any extension, renewal or replacement of any remedies against Tenant of the Obligations, any waiver of any Event of Default with respect to the Obligations or otherwise, any cancellation of an existing guaranty, any purchase of any Borrower’s assets by Agent or any Lender, or any other person valuable consideration. (c) The Guarantor agrees that all payments under this Guaranty shall be made in immediately available and freely transferable United States currency and in the same manner as provided for the Obligations. Any payments received by Agent pursuant to this Guaranty shall be applied to the Obligations pursuant to and in accordance with the Credit Agreement. MidCap / Shimmick / Guaranty 2 (d) Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantor as security for this Guaranty (if any), not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or entity. Guarantor waives any right such interest is subject to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Federal Bankruptcy Reform Act of 19781978 (11 U.S.C. §101, as amendedet seq.) (the “Bankruptcy Code”) or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantor and Agent agree that if this Guaranty, or any other debtor relief law (whether statutorysuch interests, common lawliens or security interests securing this Guaranty, case law or otherwise) would, but for the application of any jurisdiction whatsoeverthis sentence, now or hereafter in effectconstitute a Fraudulent Conveyance, which may be or become applicable, Tenant this Guaranty and each such lien and security interest shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete valid and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order enforceable only to the maximum extent permitted by lawthat would not cause this Guaranty or such interest, lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all rightsrelevant times. For purposes hereof, powers and remedies provided thereunder “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or hereunder a fraudulent conveyance or by fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise similar law of any of the remedies available state, as in effect from time to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedytime.

Guaranty of Payment and Performance. Guarantor acknowledges The Guarantors hereby jointly and ----------------------------------- agrees that this severally guarantee to the 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 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 Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is a an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon any requirement that the pursuit Lender first attempt to collect any of any remedies against Tenant the Obligations from the Borrower or any other person Person or entityresort to any collateral security or other means of obtaining payment. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In Should the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided Borrower default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the joint and several obligations of the Guarantors hereunder with respect to Landlordsuch Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Lender, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Lender on any number of occasions. All payments by the Guarantors hereunder shall be made to the Lender, in the manner and at the place of payment specified therefor in the Note, for the account of the Lender. Each 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 such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Lender 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 such Guarantor. Each 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 such Guarantor hereunder. The obligations of each Guarantor under this Agreement paragraph shall nevertheless remain survive the payment in full force of the Obligations and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise termination of any such remedythis Guaranty.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entityentity as a condition precedent to the enforcement of this Agreement. In the event, on account of the Bankruptcy Reform Act of 19781978 (11 USC §§101-1330) as now or hereafter amended, as amendedrecodified or replaced (the “Bankruptcy Code”), or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicableapplicable (collectively, the “Insolvency Laws”), Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in under the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by at law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any subrogation or other rights which Guarantor may have against Tenant may be legally or practically destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Each Guarantor acknowledges hereby, jointly and ----------------------------------- severally (if more than one), guarantees to the Beneficiary the prompt payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that this if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, upon first demand in writing by the Beneficiary, and that in the case of any extension of time for payment or renewal of any of the Obligations, each Guarantor guarantees to the Beneficiary that the same will be promptly paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment and performance of all of the Obligations, and not mere a guaranty of collection. The liability Each Guarantor further guarantees the performance of, and agrees to promptly perform, at the time and in the manner set forth in the Transaction Documents, all of the terms, covenants and conditions therein required to be kept, observed or performed by the Borrower. Each Guarantor shall pay all of its payment obligations under this Agreement Guaranty to the Beneficiary in full when due, and each Guarantor shall be direct and immediate and not conditional perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives exercising any right to require that an action be brought against Tenant of setoff, recoupment, or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amendedcounterclaim, or any defense, and without any abatement, diminution, deduction, or other debtor relief law (whether statutory, common law, case law or otherwise) reduction of any jurisdiction whatsoeverkind. Any modification, now limitation or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise discharge of any of the remedies available to Landlordobligations, indebtedness or liabilities of the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Agreement Guaranty in any manner whatsoever, and this Guaranty shall nevertheless remain continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and Guarantor this Guaranty shall continue to be liable in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Borrower not paying any amount which would, but for all remaining obligations guaranteed herebysuch unenforceability, even though any rights which Guarantor may invalidity or illegality, have against Tenant may be destroyed or dismissed been payable by the exercise Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of any such remedya guarantee.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this This is a guaranty of payment and performance and not mere a guaranty of collection. The liability of , and each Subsidiary Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor hereby waives any right to require that an any action on or in respect of the Note Agreement, the Notes, the Transaction Documents or any instrument or agreement relating to the Guaranteed Obligations be brought against Tenant Pulitzer, STL Post-Dispatch, any other Subsidiary Guarantor or any other person Person or entity. In that resort be had to any direct or indirect security for the event, on account of the Bankruptcy Reform Act of 1978, as amended, Notes or for this Subsidiary Guaranty Agreement or any other debtor relief law (whether statutoryremedy. Any Beneficiary may, common lawat its option, case law proceed hereunder against any Subsidiary Guarantor in the first instance to collect monies when due, the payment of which is guaranteed hereby, without first proceeding against Pulitzer, STL Post-Dispatch, any other Subsidiary Guarantor or otherwise) any other Person and without first resorting to any direct or indirect security for the Notes or for this Subsidiary Guaranty Agreement or any other remedy. The liability of each Subsidiary Guarantor hereunder shall in no way be affected or impaired by any acceptance by any Beneficiary of any jurisdiction whatsoeverdirect or indirect security for, now or hereafter in effectother guaranties of, which may be the Guaranteed Obligations or become applicableby any failure, Tenant shall be relieved delay, neglect or omission by any Beneficiary to realize upon or protect any of the Lease Guaranteed Obligations or any debt, obligation Notes or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to other instruments evidencing the same extent as if Guarantor had been the original tenant thereunder and the Lease shall or any direct or indirect security therefor or by any approval, consent, waiver, or other action taken or omitted to be deemed unaffected taken by any such relief granted to TenantBeneficiary. In the event Each Subsidiary Guarantor (i) acknowledges that certain obligations of a default Pulitzer and STL Post-Dispatch under the Lease which is not cured within Note Agreement and the other Transaction Documents will survive the payment or transfer of any applicable grace or cure period, Landlord shall have Note and the right to enforce its rights, powers termination of the Note Agreement and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, other Transaction Documents and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If (ii) agrees that the obligations guaranteed hereby are partially performed, paid of each Subsidiary Guarantor hereunder with respect to such surviving obligations shall also survive the payment or discharged by reason transfer of any Note and the termination of the exercise of any of Note Agreement and the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyother Transaction Documents.

Guaranty of Payment and Performance. Guarantor acknowledges guarantees to Clarus Capital the prompt payment and/or performance of all indebtedness, obligations and ----------------------------------- agrees that this liabilities of Customer at any time owing to Clarus Capital, whether now existing or hereafter arising, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, or acquired by or otherwise created in favor of Clarus Capital, including without limitation any and all rent, loan, purchase or other installment payments, principal balances, taxes, indemnities, liquidated damages, accelerated amounts, return deficiency charges, casualty value payments, all interest, late charges and fees, attorneys’ fees or enforcement and other costs, which may at any time be payable to Clarus Capital, together with all claims for damages arising from or in connection with the failure to punctually and completely pay or perform such obligations, whether or not such obligations are from time to time reduced or extinguished and thereafter increased or incurred (collectively the “Obligations”). This Guaranty is a guaranty of payment and performance performance, and not mere a guaranty of collection. The liability of , and Guarantor under this Agreement shall be direct hereby undertakes and immediate agrees that if Customer does not or is unable to punctually and not conditional completely pay or contingent upon the pursuit of perform any remedies against Tenant or Obligations for any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Leasereason, Guarantor shall nevertheless be fully liable (i) punctually pay any such Obligations requiring the payment of money which Customer fails to pay promptly, as and when due, in each case, as an Obligation for payment due directly from Guarantor to Clarus Capital and without any abatement, reduction, setoff, defense, counterclaim or recoupment, and (ii) punctually perform any and all Obligations not requiring the payment of money for the complete and timely benefit of Clarus Capital, as an Obligation for performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all due directly from Guarantor to the same extent as if Clarus Capital. Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by to be primarily liable for each Obligation and not merely as a surety thereof. This Guaranty is a continuing one and will be effective and binding upon Guarantor regardless of how long before or after the date hereof any such relief granted to TenantObligation may have arisen or will arise. In the event The obligations of Guarantor hereunder shall be absolute and unconditional, irrespective of any circumstances which might constitute a default under the Lease which is not cured within any applicable grace legal or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder equitable defense or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder discharge of his or her obligations hereunder or which otherwise limit enforceability against the Guarantor by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyClarus Capital.