Common use of Guaranty of Payment Clause in Contracts

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each GuarantorThe Seller hereby absolutely, jointly irrevocably and severallyunconditionally guarantees to each Purchaser, hereby unconditionally the Administrative Agent and irrevocably guarantees the full and other Secured Parties the prompt payment of the Sold Receivables by the related Obligors and performance to Purchasers and Agentall other payment obligations included in the Sold Assets (collectively, on behalf of itself and the “Seller Guaranteed Obligations”), in its capacity as agent for the benefit of Purchaserseach case, in full when due, upon demandwhether at stated maturity, at maturity or as a mandatory prepayment, by reason of acceleration or otherwise (such guaranty, the “Seller Guaranty”). The Canadian Guarantor hereby absolutely, irrevocably and unconditionally guarantees to each Purchaser, the Administrative Agent and the other Secured Parties the prompt payment of the Seller Obligations (collectively, the “Canadian Guarantor Guaranteed Obligations”; together with the Seller Guaranteed Obligations, the “Guaranteed Obligations”), in each case, in full when due, whether at all times thereafterstated maturity, as a mandatory prepayment, by acceleration or otherwise (such guaranty, the “Canadian Guarantor Guaranty”; together with the Seller Guaranty, the “SPV Entity Guarantees”). Each SPV Entity Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to the related Guaranteed Obligations whenever arising. To the extent the obligations of any and all SPV Entity hereunder in respect of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this its SPV Entity Guaranty shall be made in United States currency and in the same manner as provided adjudicated to be invalid or unenforceable for the Obligations. any reason (dincluding because of any applicable state, provincial or federal law relating to fraudulent conveyances or transfers) Notwithstanding any provision then such obligations of this Guaranty such SPV Entity shall be limited to the contrarymaximum amount that is permissible under Applicable Law (whether federal, it is intended that this Guarantystate, provincial or otherwise and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject to including the Bankruptcy Code and any other applicable bankruptcy, insolvency, reorganization or any applicable fraudulent conveyance or fraudulent transfer law or other similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timelaws).

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby The Guarantor unconditionally and irrevocably guarantees to each of the full and prompt payment and performance to Purchasers and Administrative Agent, the Collateral Agent, the Lenders, each of their Affiliates party to a Covered Agreement and each other Secured Creditor (individually, a “Guaranteed Party”, and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Subsidiary Borrowers under the Facility Documents, when the same are due and payable, whether on behalf demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of itself and in its capacity as agent the foregoing sums being the “Liabilities”). Upon failure by any Subsidiary Borrower to pay punctually any Liability, the Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of Purchasersthe Guaranteed Parties (or in the case of amounts owing under a Covered Agreement, when due, upon demand, to the applicable Guaranteed Party) the amount not so paid at maturity or by reason of acceleration or otherwise the place and at all times thereafter, of any and all of in the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, includingmanner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals aboveFacility Documents. This Guaranty is a guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Subsidiary Borrowers or any other person or entity or any Collateral. The Guarantor agrees that, as well as between the Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any commitment to lendstay, extension of credit injunction or other financial accommodationprohibition which may prevent, whether heretofore delay or hereafter made by Purchasers to vitiate any Company; any extension, renewal or replacement of declaration as regards any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees Subsidiary Borrowers and that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty of a declaration or such interest is subject to attempted declaration, the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law Liabilities shall immediately become due and payable by the Guarantor for the purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby Guarantor unconditionally and irrevocably guarantees to each of the full and prompt payment and performance to Purchasers and Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on behalf demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of itself and in its capacity as agent the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of Purchasersthe Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, when due, upon demand, to the applicable Guaranteed Party) the amount not so paid at maturity or by reason of acceleration or otherwise the place and at all times thereafter, of any and all of in the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, includingmanner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrower or any other valuable consideration. (c) person or entity or any collateral. Each Guarantor agrees that all payments under this Guaranty shall that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty to notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the contrary, it is intended Borrower and that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such interest is subject to Guarantor for the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for . All liabilities of the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest Guarantors hereunder shall be valid the joint and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 several liabilities of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeeach Guarantor.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether by lapse of time, at maturity by acceleration of maturity, or by reason of acceleration or otherwise and at all times thereafterotherwise, of all principal, interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and all other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Obligations. Note, the Loan Agreement, the Security Agreements by and between Borrower and Lender (b) Each Guarantor acknowledges that valuable consideration supports this Guarantythe “Security Agreements”), any application, agreement, note or other document executed and delivered by Borrower in connection with any Loan, or any of the other Loan Documents, including, without limitation, any letter of credit issued by Lender in connection with the consideration Loan, as the same may from time to time be amended, supplemented, restated or otherwise modified (collectively, the “Indebtedness”). The Indebtedness includes all reasonable costs and expenses incurred by Lender in seeking to enforce Lender’s rights and remedies with respect to the Indebtedness, and to protect, defend, maintain or enforce Lender’s liens or security interests, including, without limitation, collection costs, default rates of interest, reasonable attorneys’ fees and costs at trial and appellate levels and related costs, and costs of alternative dispute resolution, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section is a continuing guaranty of payment and not a guaranty of collection. The foregoing obligations guaranteed under this Section are defined as the recitals above, “Guaranteed Payment Obligations”. The Guaranteed Payment Obligations are included as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any part of the Obligations; any forbearance with respect to any of the Guaranteed Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that for all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Lenders the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether by lapse of time, at maturity by acceleration of, maturity, or otherwise, of the following (collectively called, the “Indebtedness”): (i) Principal Liability Amount; plus (ii) Accrued Interest Amount; plus (iii) Personal Liability Amount; plus (iv) Fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, arising out of or relating to the enforcement of this Guaranty. This Guaranty covers the Indebtedness, whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by reason Lenders in stages or installments. The guaranty of acceleration Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection. The provisions of this Section do not limit, reduce or affect Guarantor’s obligations with respect to the guaranty of performance in Section 2 below. Guarantor’s liability under this Guaranty shall not be reduced or otherwise and at all times thereafteraffected, of except to the extent set forth in the next sentence, by any and all amount applied against the Indebtedness as a result of the Obligationsforeclosure or other realization upon any of the security for the Note. To the extent Lenders receive any payments under the Note or any proceeds from foreclosure of or other realization upon of the security for the Note, such payments shall be applied to that portion of the Obligations for which Guarantor has no personal liability for payment, and then (and only after payment in full of the portion of the Obligations for which Guarantor has no personal liability for payment) be applied against the portion of the Obligations for whose payment Guarantor is liable hereunder. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitationUnless otherwise defined herein, the consideration set forth following capitalized terms when used in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in have the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined respective meanings set forth below) in the event that this Guaranty or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.:

Guaranty of Payment. Guarantor hereby assumes liability for and guarantees payment to Lender of all principal of, prepayment premium (aif any) Each Guarantorand interest due under the Notes and payment of all other obligations and liabilities or sums due or to become due under the Notes, jointly the Mortgages or any other Loan Document, including, without limitation, interest on said obligations, liabilities or sums now due or to become due under the Notes, the Mortgages or any other Loan Document; and severallyany further or subsequent advances made pursuant to the Notes, hereby unconditionally the Mortgages or any other Loan Document by Lender to protect or preserve the Property or the lien or security created by the Loan Documents, or for taxes, assessments, insurance premiums or other matters as provided in the Loan Documents (said amounts and irrevocably guarantees other sums, collectively, the full and prompt “Debt”). This is a guaranty of payment and performance to Purchasers and Agentnot of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including, on behalf of itself and in its capacity as agent without limitation, other guarantors, if any), nor against the collateral for the benefit Loan. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loan, or to any balance of Purchasersany deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event of a default under the Loan Documents which is not cured within any applicable grace or cure period, when dueLender shall have the right to enforce its rights, upon demandpowers and remedies (including, at maturity without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender 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 obligations guaranteed hereby are partially paid or discharged by reason of acceleration or otherwise and at all times thereafter, the exercise of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantyremedies available to Lender, including, without limitation, the consideration set forth in the recitals above, as well as exercise of any commitment rights or remedies available to lend, extension of credit Lender under any pledge or other financial accommodation, whether heretofore or hereafter hypothecation agreement made by Purchasers to any Company; any extensionGuarantor in favor of Lender in connection with the Loan, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made nevertheless remain in United States currency full force and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guarantyeffect, and Guarantor shall remain liable for all remaining obligations guaranteed hereby, even though any interests, liens and security interests granted rights which Guarantor may have against Borrower may be destroyed or diminished by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law exercise of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeremedy.

Guaranty of Payment. (aA) Each GuarantorSubject to the limitations on liability contained in Section 10 of this Guaranty, jointly the Guarantor hereby irrevocably, absolutely, and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, Secured Party when due, upon demand, at maturity or whether by reason of acceleration or otherwise and at all times thereafterotherwise, of any and all of indebtedness evidenced by the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantyNote and the other Security Documents, including, without limitation, all extensions, renewals, and replacements of such indebtedness: i) whether such indebtedness exists now or is hereafter incurred; ii) whether such indebtedness is from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred; and iii) whether such indebtedness is incurred by the consideration set forth Debtor prior to, during, or after any filing by the Debtor or against the Debtor of any petition or request for liquidation, reorganization, arrangement, adjudication as a bankrupt, relief as a debtor, or other relief under bankruptcy, insolvency, or similar laws now or hereafter in effect in the recitals above, as well as any commitment to lend, extension United States of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; America or any other valuable considerationstate or territory thereof, and notwithstanding the Debtor's legal status as a debtor or a debtor-in- possession or the Debtor's discharge in any such proceeding; (collectively, the "Obligations"). (cB) Each The Guarantor hereby acknowledges and agrees that that: i) although applicable bankruptcy or insolvency laws may relieve all payments or part of the Debtor's obligations for principal, interest, default interest, fees, costs, or expenses under the Note or otherwise, the Guarantor shall continue to be liable for such obligations as if the bankruptcy or insolvency of the Debtor had not occurred; ii) the obligations of the Guarantor under this Guaranty shall be made in United States currency and in may exceed allowable obligations of the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty Debtor to the contrarySecured Party under such bankruptcy or insolvency laws; and iii) to this extent, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject Guarantor's liability to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for Secured Party hereunder may not be co-extensive with the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only Debtor's liability to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer Secured Party under the provisions of any applicable fraudulent conveyance Note and the other Security Documents or fraudulent transfer law or similar law of any state, as in effect from time to timeotherwise.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees guaranties, subject to Section 2(d), severally and not jointly, the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, Preferred Holder when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of such Guarantor’s Guarantor Percentage set forth on Schedule A of any and all of the ObligationsGuaranteed Obligations at any time outstanding; provided that, other than upon any insolvency, bankruptcy, dissolution, liquidation or winding up of the Issuer, Preferred Holder shall first seek payment from the Issuer for a period of three Business Days beyond any applicable grace period set forth in the Articles Supplementary or Promissory Notes, as applicable, prior to seeking payment under this Guaranty. Subject to Section 2(d), each Guarantor’s guaranty is limited to such Guarantor’s Guarantor Percentage of the Cap Amount. This Guaranty by Guarantors hereunder constitutes a guaranty of payment and not of collection. Preferred Xxxxxx’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and absent manifest error shall be binding upon Guarantors, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations (not to exceed the Cap Amount). Each Guarantor acknowledges that the Guaranteed Obligations may increase or decrease from time to time and may be reduced to zero from time to time and each Guarantor agrees that, notwithstanding the foregoing, no reduction in the amount of the Guaranteed Obligations (even if such amount is reduced to zero at any time) shall limit such Guarantor’s unconditional obligation to pay in full its Guarantor Percentage of the aggregate amount of the Guaranteed Obligations outstanding on any date demand for payment is made hereunder on such Guarantor by Preferred Holder. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above, above as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers Preferred Holder to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationIssuer. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency U.S. Dollars and in the same manner as provided for the ObligationsGuaranteed Obligations pursuant to the terms of the Articles Supplementary or Promissory Notes, as applicable. (d) Notwithstanding any provision of this Guaranty anything to the contrarycontrary herein, it is intended NREF OP IV REIT Sub, LLC (“NREF OP IV”) and NexPoint Diversified Real Estate Trust (“NXDT”) agree that this Guaranty, their obligations hereunder shall be joint and any interests, liens several and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject NREF OP IV’s and NXDT’s respective guaranties are limited to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law aggregate Guarantor Percentage of any state. Consequently, Guarantors, Agent both NREF OP IV and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 NXDT of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeCap Amount.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders, each of their Affiliates party to a Covered Agreement, and each other Secured Creditor (individually, a “Guaranteed Party”, and collectively, the “Guaranteed Parties”) the full and prompt punctual payment and performance to Purchasers and Agentwhen due (whether at the stated maturity, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise otherwise) of all obligations, liabilities and at all times thereafter, of any and all of the Obligations. indebtedness (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, principal, premium, interest, reimbursement obligations, fees and indemnities (including, without limitation, all interest that accrues after the consideration set forth commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Guarantor at the rate provided for in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodationapplicable Facility Document, whether heretofore or hereafter made not a claim for post-petition interest is allowed in any such proceeding)) of each of the Borrowers to the Guaranteed Parties, whether now owing or which may in the future may be owing (all of the foregoing being the “Liabilities”). Upon failure by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect Borrowers to pay punctually any of the Obligations Liabilities, each of the Guarantors agrees that it shall forthwith pay to the Administrative Agent for the benefit of the applicable Guaranteed Parties (or otherwise; in the case of amounts owing under a Covered Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. This Guaranty is a guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any cancellation of an existing guaranty; right or remedy or take any purchase of any Company’s assets by any Purchaser or Agent; action against the Borrowers or any other valuable consideration. (c) person or entity or any Collateral. Each Guarantor agrees that all payments under this Guaranty shall that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty to notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any of the contrary, it is intended Borrowers and that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty or such interest is subject Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor. Notwithstanding anything contained herein, the Liabilities guaranteed by Enodis Holdings Limited and Manitowoc FSG UK Limited shall exclude all liabilities as to which the Bankruptcy Code Borrower or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 Domestic Subsidiary of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under Borrower is the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeprimary obligor.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Purchasers the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasersperformance, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of any all past, present, and all future indebtedness, liabilities, and obligations of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitationCompany to Purchasers of any kind and description arising in connection with the Purchase Agreement, the consideration Bridge Notes, the Stock Pledge Agreement, and this Guaranty Agreement (collectively, the "Bridge Note Purchase Documents"), whether direct or indirect, absolute or contingent, or due or to become due (collectively, the "Obligations"), it being understood by all the parties hereto that such guaranty of payment is limited to the value of the Pledged Securities at such time any action is taken with respect to the Pledged Securities pursuant to any Event of Default hereunder and that the parties hereto have no other recourse to the property and assets of the Guarantor other than the Pledged Securities. This Guaranty shall only relate to the Obligations and not to any other obligations of the Company which now or hereafter may be held by Purchasers and their respective successors and assigns. The guaranty of Guarantor as set forth in this section is an absolute, continuing, primary, and unconditional guaranty of payment and not of collection. If a claim is ever made upon Purchasers for the recitals above, as well as repayment or recovery of any commitment to lend, extension of credit amount or other financial accommodation, whether heretofore or hereafter made amounts received by Purchasers to any Company; any extension, renewal or replacement in payment of any of the Obligations; Obligations and Purchasers repay all or part of such amount by reason of (a) any forbearance judgment, decree, or order of any court or administrative body having jurisdiction over Purchasers or any of their property, or (b) any settlement or compromise of any such claim effected by the Purchasers with respect to any such claimant, including the Company, then in such event Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon Guarantor as if against the Guarantor and in favor of the Purchasers, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations Obligations, and Guarantor shall be and remain obligated to Purchasers hereunder for the amount so repaid or otherwise; recovered to the same extent as if such amount had never originally been received by Purchasers, such amount to be included in the term "Obligations." This Guaranty may be enforced by Purchasers against Guarantor without the necessity at any cancellation time of an existing guaranty; any purchase of any Company’s assets by any Purchaser Purchasers (a) resorting to or Agent; or exhausting any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contrarysecurity or collateral now or hereafter pledged, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guarantyassigned, or granted to Purchasers and without the necessity at any such intereststime of Purchasers' having recourse against the Company on the Bridge Notes, liens or security interests securing this Guaranty, would, but for (b) exercising any other rights available to them under the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to Bridge Note Purchase Documents if neither the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 Company nor Guarantor timely performs the obligations of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeCompany thereunder.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, The Guarantor hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment and performance to Purchasers the Buyers and the Collateral Agent, on behalf of itself and in its capacity as collateral agent for the benefit of Purchasersthe Buyers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers the Buyers to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser Buyer or the Collateral Agent; or any other valuable consideration. (c) Each The Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for in the Obligations. (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 Guarantors the Guarantor as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantorsthe Guarantor, the Collateral Agent and Purchasers the Buyers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each GuarantorGuarantor hereby, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment to the Agent and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersLenders, when due, whether upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above, above as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers the Lenders or the Agent to any Companythe Borrower; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Companyof the Borrower’s assets by any Purchaser the Lenders or the Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Guarantors and Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally guarantees to Lenders the payment, as and irrevocably guarantees when the full same shall be due and prompt payment and performance to Purchasers and Agentpayable, on behalf whether by lapse of itself and in its capacity as agent for the benefit time, by acceleration of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise otherwise, and at all times thereafter, of all principal, interest, fees, costs, expenses, indemnification indebtedness and other Obligations now or hereafter due and owing to Lenders pursuant to the Credit Agreement, the Notes, and the other Loan Documents, and all renewals, extensions, refinancings, modifications or amendments of such indebtedness or any part thereof (herein collectively called the “Indebtedness”). This Guaranty covers the Indebtedness whether presently outstanding or arising subsequent to the date hereof including any and all amounts advanced by Lenders in stages or installments. The guaranty of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration as set forth in the recitals above, as well as any commitment to lend, extension this paragraph is a guaranty of credit or other financial accommodation, whether heretofore or hereafter made payment and not of collection. The amounts payable by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty (which amounts shall include the obligations of Guarantor under both this paragraph and paragraph 2 below) shall be made due and payable immediately upon receipt by Guarantor of written notice of the amounts which are so due and payable. Guarantor has been supplied a copy of the Credit Agreement and, in United States currency particular, has been advised of, read and in understood Section 5.6 thereof. To the same manner as provided for extent that Guaranty Proceeds are actually distributed to holders of Senior Debt, Guarantor understands and agrees that the Obligations. (d) Notwithstanding Guaranteed Obligation shall not be deemed reduced by any provision of such payment and Guarantor will continue to make payments pursuant to this Guaranty until such time as the Guaranteed Obligation has been paid in full after taking into effect any distributions of Guaranty Proceeds to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 holders of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeSenior Debt.

Guaranty of Payment. (a) Each GuarantorUpon the effectiveness of this Guaranty as provided in Section 5 hereof and subject to the other provisions of this Guaranty, jointly and severally, Guarantor hereby unconditionally guaranties to each holder of a Debenture authenticated and irrevocably guarantees delivered by the Trustee (each a “Holder”) and to the Trustee and its successors and assigns (collectively, the “Guarantied Parties”), the principal of, premium, if any, interest on, and all other monetary obligations arising under the Debentures, will be promptly paid in full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether at maturity, at maturity by acceleration, redemption or by reason otherwise, and interest on the overdue principal of acceleration or otherwise and at all times thereafterinterest on the Debentures, if any, if lawful, will be promptly paid in full, in accordance with the terms hereof and thereof (collectively, the “Guarantied Obligations”). Failing payment when due of any amount so guarantied for whatever reason upon receipt of written notice from Trustee of such failure, Guarantor will be obligated to pay the same immediately. By giving any such written notice, Trustee shall be deemed to have accepted the terms and conditions of this Guaranty. Guarantor agrees that this is a guarantee of payment and not a guarantee of collection or collectibility. The guaranty provided in this Section 2 is in all respects subject to, and limited by, the provisions of the ObligationsSection 4 hereof. (b) Each Guarantor acknowledges hereby agrees that valuable consideration supports this Guarantyits obligations hereunder are absolute and unconditional, includingirrespective of the validity, without limitationregularity or enforceability of the Debentures or the Indenture, the consideration set forth in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement absence of any of action to enforce the Obligations; same, any forbearance waiver or consent by any Holder with respect to any of provisions hereof or thereof, the Obligations or otherwise; any cancellation of an existing guaranty; any purchase recovery of any Company’s assets by judgment against the Issuer, any Purchaser or Agent; action to enforce the same or any other valuable considerationcircumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the Guarantied Obligations). Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Guaranty will not be discharged except by complete performance of the obligations contained in the Debentures and the Indenture or payment in full of the Guarantied Obligations. (c) Each If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, Guarantor agrees that all payments under or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or Guarantor, any amount paid by either to the Trustee or such Holder, this Guaranty shall Guaranty, to the extent theretofore discharged, will be made reinstated in United States currency full force and in the same manner as provided for the Obligationseffect. (d) Notwithstanding Guarantor agrees that it will not be entitled to any provision right of this Guaranty subrogation in relation to the contraryHolders in respect of any Guarantied Obligations until payment in full of all Guarantied Obligations. Guarantor further agrees that, it is intended that as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Guarantied Obligations may be accelerated as provided in the Indenture for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantied Obligations, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below2) in the event that this Guaranty or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequentlydeclaration of acceleration of such obligations as provided in the Indenture, Guarantors, Agent such obligations (whether or not due and Purchasers agree that if payable) will forthwith become due and payable by Guarantor for the purpose of this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and Lenders the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether by lapse of time, at maturity by acceleration of maturity, or by reason otherwise, of acceleration (i) subject to the provisions of Section 1(b), Section 1(c) and Section 1(d) below, all principal of the Loan now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Deed of Trust, any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) 100% of all amounts owing under the Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent under the Environmental Agreement delivered by Borrower (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or otherwise covers the liability of Borrower for environmental matters at the time demand is made by Administrative Agent or a Lender to Borrower under the Environmental Agreement, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the “Indebtedness”). The Indebtedness shall also include all times thereaftercosts and expenses incurred by Administrative Agent or any Lender in seeking to enforce Administrative Agent’s or Lenders’ rights and remedies under this Guaranty, including court costs, costs of any alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of the ObligationsGuarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, Notwithstanding anything stated to the consideration set forth contrary in the recitals Section 1(a) above, and subject to Section 1(c) below, Guarantor’s maximum liability under clause (i) of Section 1(a) of this Guaranty shall in no event exceed twenty-five percent (25%) (the “Repayment Guaranty Obligation”) of the then outstanding principal balance under the Loan that was disbursed by any Lender pursuant the terms of the Loan Agreement and that remains unpaid (which shall expressly exclude any other amounts that were not disbursed under such provisions notwithstanding that the same may be characterized as well as “principal” or amounts owing under the Loan or any commitment to lendNote (e.g., extension of credit or other financial accommodationinterest not paid when due, whether heretofore or hereafter advances made by Purchasers Administrative Agent or a Lender to any Company; any extensionprotect its collateral, renewal or replacement of any advances to pay costs payable by Borrower under the Loan Documents or otherwise)) (the “Guaranteed Principal Amount”), such amount calculated as of the Obligations; date the outstanding principal balance of the Loan becomes due and payable in full as a result of maturity or acceleration or otherwise. The Guaranteed Principal Amount shall only be reduced by payments actually received by Administrative Agent or a Lender from Guarantor, which are applied to the outstanding principal balance of the Loan. In no event shall any forbearance payment received by Administrative Agent or any Lender from any other party with respect to the Loan, or any of the Obligations amount received by Administrative Agent or otherwise; any cancellation of an existing guaranty; any purchase Lender as a result of any Company’s assets exercise of remedies by Administrative Agent or Lenders under any Purchaser or Agent; other Loan Document, reduce the Guaranteed Principal Amount or any other valuable considerationobligation of Guarantor hereunder. (c) Each Notwithstanding Section 1(b) above, Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in liable for one hundred percent (100%) of the same manner repayment obligations under clause (i) of Section 1(a) upon a Triggering Event (as provided for the Obligationshereinafter defined). (d) Notwithstanding any provision Administrative Agent shall grant a request by Guarantor to terminate the Guarantor’s obligations under clause (i) of Section 1(a) and Section 1(b) of this Guaranty (the “Repayment Guaranty Termination Event”), which shall be evidenced by a written confirmation by Administrative Agent in form and substance reasonably acceptable to Guarantor, upon and subject to the contraryfollowing terms and conditions: (i) Guarantor shall request the termination, it is intended if at all, by written notice to Administrative Agent not more than ninety (90) days, and not less than thirty (30) days, prior to the effective date of any proposed Repayment Guaranty Termination Event each, a “Termination Request Date”). (ii) The Repayment Guaranty Termination Event shall be effective no earlier than December 31, 2015 and, thereafter, the Repayment Guaranty Termination Event shall be effective as of June 30 or December 31 of the applicable year. (iii) At the time of the request and as of the effective date of any Repayment Guaranty Termination Event, there shall not exist any Default or Potential Default. (iv) Administrative Agent shall have received and approved an MAI appraisal of the Property then subject to the lien of the Deed of Trust meeting all applicable regulatory requirements, taking into account then-current market conditions. (v) Whether or not the termination becomes effective, Guarantor shall pay all reasonable out-of-pocket costs and expenses incurred by Administrative Agent in connection with the requested termination, including appraisal fees and reasonable attorneys’ fees actually incurred by Administrative Agent; all such reasonable costs and expenses incurred up to the time of Administrative Agent’s written agreement to the termination shall be due and payable on or prior to Administrative Agent’s execution of that this Guarantyagreement (or if the proposed termination does not become effective, then upon demand by Administrative Agent), and any interestsfuture failure to pay such amounts within ten (10) Banking Days following written request of such payment, liens and security interests granted by Guarantors as security for this Guaranty, not shall constitute a “Fraudulent Conveyance” default under the Loan Documents. (as defined belowvi) The Property shall have achieved a Loan-to-Value Ratio of less than or equal to sixty percent (60%). The conditions contained in this clause (v) may also be satisfied by, in Borrower’s sole discretion, a voluntary paydown of the event that this Guaranty Loan, without prepayment fees or such interest is subject to premiums other than the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law payment of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance Consequential Loss under Section 548 2.5 of the Bankruptcy Code Loan Agreement in an aggregate amount sufficient to cause such Loan-to-Value Ratio to be met. (vii) The Property shall have an Ongoing Debt Service Coverage Ratio of at least 1.30 to 1.00. The conditions contained in this clause (vi) may also be satisfied by, in Borrower’s sole discretion, a voluntary paydown of the Loan, without prepayment fees or a fraudulent conveyance or fraudulent transfer under premiums other than the provisions payment of any applicable fraudulent conveyance or fraudulent transfer law or similar law Consequential Loss under Section 2.5 of any state, as the Loan Agreement in effect from time an aggregate amount sufficient to timecause such Ongoing Debt Service Coverage Ratio to be met.

Guaranty of Payment. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following: (a) Each Guarantorall indebtedness and obligations owing by the Borrower to any Lender or the Agent under or in connection with the Construction Loan Agreement and any other Loan Document, jointly including without limitation, the repayment of all principal of the Loans, and severallythe payment of all interest, hereby unconditionally Fees, charges, attorneys’ fees and irrevocably guarantees other amounts payable to any Lender or the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and Agent thereunder or in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of connection therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the Obligations. foregoing; (bc) Each Guarantor acknowledges that valuable consideration supports this Guarantyall expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the consideration set forth Lenders and the Agent in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement enforcement of any of the foregoing or any obligation of such Guarantor hereunder; and (d) all other Obligations; . This Guaranty covers the Guaranteed Obligations, whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Lenders in stages or installments and all amounts readvanced by the Lenders. The Guaranteed Obligations shall include, by way of illustration and not limitation, compliance with any forbearance Environmental Laws and indemnification of the Agent and the Lenders against any loss, claim, damage or liability arising out of, or with respect to, Hazardous Materials located on, or affecting all or any portion of the Borrowing Base Properties. The liability of the Guarantors with respect to Hazardous Materials and compliance with Environmental Laws with respect to a particular Borrowing Base Property shall survive until the date that is the earlier of (a) one (1) year after the date of the release of such Borrowing Base Property from the Borrowing Base, if applicable, or (b) one (1) year after the repayment of all of the Loans and Obligations. The guaranty of Guarantors as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection, and a debt of each Guarantor for its own account. Accordingly, none of the Lenders or the Agent shall be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy any of them may have against the Borrower or any other Person or commence any suit or other proceeding against the Borrower or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower or any other Person; or (c) to make demand of the Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Lenders or the Agent which may secure any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Guaranteed Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to the Purchasers and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens Liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law other applicable laws of any state. Consequently, the Guarantors, the Collateral Agent and the Purchasers all agree that if this Guaranty, or any such interests, liens Liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such interest, lien Lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law other applicable laws of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and Lenders the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, whether by lapse of time, by acceleration of maturity, or otherwise, of (i) upon demandthe occurrence of a Triggering Event (as hereinafter defined), at all principal and interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by reason or against any Borrower, whether or not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of acceleration any Note, the Loan Agreement, the Security Instruments, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and at (ii) regardless of whether a Triggering Event shall have occurred, 100% of all times thereafteramounts owing under the Environmental Agreements by Borrowers if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, of if not then in place, does not otherwise cover a Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent or any Lender under the Environmental Agreement delivered by such Borrower (i.e., Guarantor shall have no liability under this Guaranty for, and all the Indebtedness (as hereinafter defined) shall not include, amounts owing under any of the Obligations. Environmental Agreements so long as the Environmental Insurance Policy is in place or otherwise covers the liability of a Borrower for environmental matters at the time demand is made by Administrative Agent or a Lender to such Borrower under the Environmental Agreement delivered by such Borrower, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (bthe amounts described in clauses (i) Each Guarantor acknowledges that valuable consideration supports and (ii) above shall be referred to herein, collectively, as the “Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, includingincluding court costs, without limitationcosts of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the consideration Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in the recitals above, as well as any commitment to lend, extension this Section 1 is a continuing guaranty of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement payment and not a guaranty of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationcollection. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. Each Guarantor (anot merely as a surety or guarantor of collection) Each Guarantorhereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon whether at stated maturity, as an installment, by prepayment or by demand, at maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of all Obligations of each Co-Borrower heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which reasonably may be incurred by the Agent in collecting any of the Obligations. Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (b) Each Guarantor acknowledges the “Expenses”). The Guarantors guarantee that valuable consideration supports this Guaranty, includingthe Obligations shall be paid strictly in accordance with the terms of the Credit Agreement. The Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Credit Agreement. The Agent shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrowers or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrowers and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, it is intended the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that this Guaranty, and any interests, liens and security interests granted by Guarantors said Guarantor could pay without having such payment set aside as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in fraudulent transfer or fraudulent conveyance or similar action under the event that this Guaranty or such interest is subject to the U.S. Bankruptcy Code or any applicable fraudulent conveyance state or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeforeign law.

Guaranty of Payment. Subject to the limitation set forth below, (ai) Each Guarantoreach Borrower hereby absolutely, jointly irrevocably and severally, hereby unconditionally and irrevocably guarantees to each Secured Party the full and prompt payment of all Obligations (other than Excluded Swap Obligations) of the Qualified Borrowers and performance (ii) the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Purchasers and Agenteach Secured Party the prompt payment of all Obligations (other than Excluded Swap Obligations) of the Borrowers (the “Guaranteed Obligations”) in full when due (whether at stated maturity, on behalf of itself and in its capacity as agent for the benefit of Purchasersa mandatory prepayment, when due, upon demand, at maturity or by reason of acceleration or otherwise otherwise) and at the timely performance of all times thereafter, other obligations under this Credit Agreement and the other Loan Documents. The guaranty in this Section 6 (this “QB Guaranty”) is a guaranty of any payment and not of collection and is a continuing guaranty and shall apply to all of the Obligations. Guaranteed Obligations whenever arising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of the Borrowers or the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement because of any of applicable state or federal law relating to fraudulent conveyances or transfers) then the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase obligations of any Company’s assets by any Purchaser Borrower or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty hereunder shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only limited to the maximum extent amount that would not cause this Guaranty is permissible under Applicable Law (whether federal or such intereststate or otherwise and including, lien or security interest to constitute a Fraudulent Conveyancewithout limitation, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant timesDebtor Relief Laws). For purposes hereofthe avoidance of doubt and notwithstanding anything to the contrary herein or in any other Loan Document, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 the Guaranteed Obligations of the Bankruptcy Code Guarantor shall not exceed its obligation and/or liability to make capital contributions to a Borrower or a fraudulent conveyance or fraudulent transfer under the provisions obligations and/or liabilities of any Investors to make capital contributions to the Guarantor, in each case, pursuant to and in accordance with the applicable fraudulent conveyance or fraudulent transfer law or similar law of any stateGoverning Agreements, as in effect from time to timeSubscription Agreements and/or Side Letters, if any.

Guaranty of Payment. (a) Each GuarantorUpon the effectiveness of this Guaranty as provided in Section 5 hereof and subject to the other provisions of this Guaranty, jointly and severally, Guarantor hereby unconditionally guaranties to each holder of a Bond authenticated and irrevocably guarantees delivered by the Agent (each a “Holder”) and to the Agent and its successors and assigns (collectively, the “Guarantied Parties”), the principal of, premium, if any, interest on, and all other monetary obligations arising under the Bonds, will be promptly paid in full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether at maturity, at maturity by acceleration, redemption or by reason otherwise, and interest on the overdue principal of acceleration or otherwise and at all times thereafterinterest on the Bonds, if any, if lawful, will be promptly paid in full, in accordance with the terms hereof and thereof (collectively, the “Guarantied Obligations”). Failing payment when due of any amount so guarantied for whatever reason upon receipt of written notice from Agent of such failure, Guarantor will be obligated to pay the same immediately. By giving any such written notice, Agent shall be deemed to have accepted the terms and conditions of this Guaranty. Guarantor agrees that this is a guarantee of payment and not a guarantee of collection or collectibility. The guaranty provided in this Section 2 is in all respects subject to, and limited by, the provisions of the ObligationsSection 4 hereof. (b) Each Guarantor acknowledges hereby agrees that valuable consideration supports this Guarantyits obligations hereunder are absolute and unconditional, includingirrespective of the validity, without limitationregularity or enforceability of the Bonds or the Bond Agreement, the consideration set forth in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement absence of any of action to enforce the Obligations; same, any forbearance waiver or consent by any Holder with respect to any of provisions hereof or thereof, the Obligations or otherwise; any cancellation of an existing guaranty; any purchase recovery of any Company’s assets by judgment against the Issuer, any Purchaser or Agent; action to enforce the same or any other valuable considerationcircumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the Guarantied Obligations). Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Guaranty will not be discharged except by complete performance of the obligations contained in the Bonds and the Bond Agreement or payment in full of the Guarantied Obligations. (c) Each If any Holder or the Agent is required by any court or otherwise to return to the Issuer, Guarantor agrees that all payments under or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or Guarantor, any amount paid by either to the Agent or such Holder, this Guaranty shall Guaranty, to the extent theretofore discharged, will be made reinstated in United States currency full force and in the same manner as provided for the Obligationseffect. (d) Notwithstanding Guarantor agrees that it will not be entitled to any provision right of this Guaranty subrogation in relation to the contraryHolders in respect of any Guarantied Obligations until payment in full of all Guarantied Obligations. Guarantor further agrees that, it is intended that as between the Guarantor, on the one hand, and the Holders, Representatives and the Agent, on the other hand, (1) the maturity of the Guarantied Obligations may be accelerated as provided in the Bond Agreement for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantied Obligations, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below2) in the event that this Guaranty or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequentlydeclaration of acceleration of such obligations as provided in the Bond Agreement, Guarantors, Agent such obligations (whether or not due and Purchasers agree that if payable) will forthwith become due and payable by Guarantor for the purpose of this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, The Guarantor hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, Secured Party when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers the Secured Party to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser or Agentthe Secured Party; or any other valuable consideration. (c) Each The Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors the Guarantor as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent the Guarantor and Purchasers the Secured Party agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. Guarantor hereby assumes liability for and guarantees payment to Lender of all principal of, prepayment premium (aif any) Each Guarantorand interest due under the Notes and payment of all other obligations and liabilities or sums due or to become due under the Notes, jointly the mortgages referred to in Loan Agreements (collectively, the “Mortgages”) or any other Loan Documents referred to in the Loan Agreements (collectively, the “Loan Documents”), including, without limitation, interest on said obligations, liabilities or sums now due or to become due under the Notes, the Mortgages or any other Loan Documents; and severallyany further or subsequent advances made pursuant to the Notes, hereby unconditionally the Mortgages or any other Loan Documents by Lender to protect or preserve the properties secured by the Mortgages or the lien or security created by the Loan Documents, or for taxes, assessments, insurance premiums or other matters as provided in the Loan Documents (said amounts and irrevocably guarantees other sums, collectively, the full and prompt “Debt”). This is a guaranty of payment and performance to Purchasers and Agentnot of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Borrowers or any other person (including, on behalf of itself and in its capacity as agent without limitation, other guarantors, if any), nor against the collateral for the benefit Loans. Guarantor waives any right to require that an action be brought against any Borrowers or any other person or to require that resort be had to any collateral for the Loans, or to any balance of Purchasersany deposit account or credit on the books of Lender in favor of Borrowers or any other person. In the event of a default under the Loan Documents which is not cured within any applicable grace or cure period, when dueLender shall have the right to enforce its rights, upon demandpowers and remedies (including, at maturity without limitation, foreclosure of all or any portion of the collateral for the Loans) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender 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 obligations guaranteed hereby are partially paid or discharged by reason of acceleration or otherwise and at all times thereafter, the exercise of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantyremedies available to Lender, including, without limitation, the consideration set forth in the recitals above, as well as exercise of any commitment rights or remedies available to lend, extension of credit Lender under any pledge or other financial accommodation, whether heretofore or hereafter hypothecation agreement made by Purchasers to any Company; any extensionGuarantor in favor of Lender in connection with the Loans, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made nevertheless remain in United States currency full force and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guarantyeffect, and Guarantor shall remain liable for all remaining obligations guaranteed hereby, even though any interests, liens and security interests granted rights which Guarantor may have against Borrowers may be destroyed or diminished by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law exercise of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeremedy.

Guaranty of Payment. The Guarantor hereby unconditionally guarantees the due and punctual payment of Base Rent, and all other additional rent, interest and charges due from uniQure under the Lease (the “Guaranteed Obligations”). Upon any failure by uniQure to pay any of the Guaranteed Obligations, the Guarantor agrees that it will forthwith on demand pay such amounts which uniQure has failed to pay. In no event shall Guarantor’s liability under this Guaranty exceed the sum of (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance total amount of rent due with respect to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all then-remaining term of the Obligations. Lease, as it may be extended from time to time, (b) Each Landlord’s expenses, including reasonable attorneys’ fees and disbursements, incurred by Landlord in enforcing the obligations of uniQure under the Lease and/or the obligations of 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined belowc) such additional amount of rents that may be due on account of uniQure’s failure to vacate the Premises in the event that this Guaranty condition required upon the expiration or such interest is subject earlier termination of the Lease. All payments required to the Bankruptcy Code be made by Guarantor hereunder shall be paid to Landlord in legal United States currency or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guarantytender at Landlord’s address set forth below, or any at such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, other address as in effect Landlord may specify from time to time. This Guaranty is irrevocable, absolute, present, continuing and unconditional, and the obligations of Guarantor shall not be released, impaired, modified, limited or affected in any way by (a) any assignment or other transfer of the Lease or this Guaranty by Landlord; (b) any assignment or other transfer of the Lease by uniQure or the sublease of all or part of the Premises by uniQure; (c) the release or discharge of uniQure in bankruptcy or other creditors’ proceeding; or (d) any rejection or disclaimer of uniQure. In addition, the obligations hereunder of Guarantor shall extend and apply with respect to the full and faithful performance and observance of all Guaranteed Obligations (i) if the Lease shall be renewed, or its term extended, for any period beyond the date specified in the Lease for the expiration of said term, either pursuant to any option granted under the Lease or otherwise; and (ii) if uniQure holds over beyond the term of the Lease.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties (as primary obligor and not merely as a surety) the full and prompt payment and performance to Purchasers Buyers and Collateral Agent, on behalf of itself and in its capacity as collateral agent for the benefit of PurchasersBuyers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Buyers to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser Buyer or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors any Guarantor as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Collateral Agent and Purchasers Buyers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, The Parent hereby unconditionally and irrevocably guarantees to the full and Bank the prompt payment in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of all Obligations owing by BAX, Brink's and performance to Purchasers and Agent, on behalf of itself all Covered Subsidiaries. Any such payment shall be made at such place and in its capacity the same currency as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligationssuch relevant Obligation is payable. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantySubject to Section 9.07 below, includingBAX hereby unconditionally and irrevocably guarantees to the Bank the prompt payment in full when due (whether at stated maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) of all Obligations owing by the consideration set forth Parent (solely in its capacity as a Borrower and not in its capacity as a Guarantor) and the Covered Subsidiaries of BAX. Any such payment shall be made at such place and in the recitals above, same currency as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationsuch relevant Obligation is payable. (c) Each Guarantor agrees that Subject to Section 9.07 below, Brink's hereby unconditionally and irrevocably guarantees to the Bank the prompt payment in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of all payments under this Guaranty Obligations owing by the Parent (solely in its capacity as a Borrower and not in its capacity as a Guarantor) and the Covered Subsidiaries of Brink's. Any such payment shall be made in United States currency at such place and in the same manner currency as provided for the Obligationssuch relevant Obligation is payable. (d) Notwithstanding If any provision Covered Subsidiary of BAX becomes a Subsidiary of Brink’s, the guarantee by BAX under this Guaranty to the contraryArticle IX of such Covered Subsidiary’s Obligations shall thereupon automatically and without further action be assumed by Brink’s, it is intended that Brink’s shall be fully liable therefor under this GuarantyArticle IX, and the obligations of BAX with respect to such guarantee shall cease. If any interestsCovered Subsidiary of Brink’s becomes a Subsidiary of BAX, liens the guarantee by Brink’s under this Article IX of such Covered Subsidiary’s Obligations shall thereupon automatically and security interests granted without further action be assumed by Guarantors as security for this GuarantyBAX, 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest BAX shall be valid and enforceable only to the maximum extent that would not cause fully liable therefor under this Guaranty or such interest, lien or security interest to constitute a Fraudulent ConveyanceArticle IX, and this Guaranty the obligations of Brink’s with respect to such guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timecease.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment and performance to Purchasers Buyers and Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersBuyers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Buyers to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser Buyer or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Collateral Agent and Purchasers Buyers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt This is a guaranty of payment and performance not of collection, and the Guarantor expressly waives any right to Purchasers require that any action be brought against the Borrower or any other guarantor of any of the Guaranteed Obligations or to require that resort be had to any security. The Guarantor further waives any right of the Guarantor to require that an action be brought against Borrower under the provisions of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended from time to time. If the Borrower shall fail to make any Guaranteed Obligation when and Agentas the same becomes due (whether at maturity, on behalf of itself and in its capacity as agent by acceleration or call for prepayment or otherwise), the benefit of Purchasers, when dueGuarantor, upon demand, at maturity without notice other than such demand and without the necessity of further action by the Lender, shall promptly and fully make or perform such Guaranteed Obligation. The Guarantor shall pay all reasonable costs and expenses, including reasonable counsel fees and expenses, paid or incurred by reason of acceleration or otherwise and at all times thereafter, of any and all the Lender in connection with the enforcement of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any obligations of the Obligations; any forbearance with respect to any of Guarantor hereunder. All payments by the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in lawful money of the United States currency of America and may be applied to the Guaranteed Obligations as the Lender in its sole discretion deems fit. Each default in any Guaranteed Obligation shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Guarantor binds and obligates itself for the payment and performance of the Guaranteed Obligations the same as if the Guaranteed Obligations had been contracted for by and was due from the Guarantor personally, hereby agreeing to and binding itself and its successors and assigns by all terms and conditions contained in the same manner as provided for Note, the Obligations. (d) Notwithstanding Mortgage, or any provision other document or other evidence of this Guaranty indebtedness, signed or to the contrary, it is intended that this Guarantybe signed by Borrower, and any interests, liens and security interests granted other documents executed by Guarantors the Borrower in connection therewith or as security for therefor, making itself a party thereto, hereby waiving notice of any such indebtedness and of demand, presentment, protest or notice of demand or nonpayment and of any act to establish the liability of any party on any commercial or other paper, indebtedness or obligation covered by 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each GuarantorGuarantor hereby absolutely and unconditionally guarantees to Seller, jointly and severally, hereby unconditionally as a guarantee of payment and irrevocably guarantees the full and not merely as a guarantee of collection, prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, whether at stated maturity, upon demand, at maturity or by reason of acceleration or otherwise otherwise, and at all times thereafter, of any and all of existing and future obligations under the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantyNote, including, without limitation, all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Buyer to Seller arising under the consideration set forth Note (including all renewals, extensions, modifications, amendments, and restatements thereof), all costs, attorneys’ fees and expenses incurred by Seller or its representatives in connection with the recitals abovecollection or enforcement thereof (excluding any costs, as well as any commitment to lendfees or expenses incurred by a Seller Indemnitee in connection with the contesting, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement negotiation and/or resolution of any Contested Amount), and (to the extent lawful) all present and future amounts that would become due but for the operation of the Obligations; any forbearance with respect to any of the Obligations §§ 502 or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; 506 or any other valuable consideration. provision of Title 11 of the United States Code (cas amended from time to time, the “Bankruptcy Code”) and all present and future accrued and unpaid interest, including, without limitation, all post-maturity interest and any post-petition interest in any proceeding under the Bankruptcy Code or similar debtor relief laws to which Buyer or any Guarantor becomes subject (collectively, the “Guaranteed Obligations”). Each Guarantor acknowledges and agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law provisions set forth in Sections 4 and 5 of any statethe Note. Consequently, Guarantors, Agent and Purchasers agree Seller acknowledges that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for (i) the application addition of this sentence, interest to the principal of the Note in accordance with the terms of the Note shall not constitute a Fraudulent Conveyance, this Guaranty failure to pay interest on the Note and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty (ii) payments by 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 on behalf of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under Buyer into the provisions Indemnity Escrow Account in accordance with the terms of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, the Note shall constitute payments on the Note as provided in effect from time to timethe Note.

Guaranty of Payment. (a) Each GuarantorThe Guarantor hereby absolutely, jointly and severally, hereby unconditionally and irrevocably guarantees as primary obligor, and not merely as surety, the prompt performance and payment in full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether at stated maturity, at maturity or by reason of acceleration or otherwise (including, without limitation, obligations that would become due but for the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code, including interest, fees and at all times thereafterother charges whether or not a claim is allowed for such obligations in any such bankruptcy proceeding), of any (i) all indebtedness, Obligations and all liabilities of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantyBorrowers arising at any time, now or in the future, pursuant to the Loan Agreement, the Notes or any Collateral Document, including, without limitation, the consideration set forth Borrowers' obligations under any outstanding Letters of Credit; (ii) all indebtedness, Obligations and liabilities of the Borrowers arising at any time, now or in the recitals abovefuture, as well as pursuant to any commitment agreement with any Bank or an Affiliate of any Bank with respect to lend, extension of credit interest rate swap agreements or other financial accommodationagreements regarding Rate Hedging Obligations; (iii) all reasonable costs and expenses incurred by the Agent or any Bank, whether heretofore including, without limitation, reasonable attorneys fees and legal expenses, in the exercise, preservation or hereafter made by Purchasers to any Company; any extension, renewal or replacement enforcement of any of the Obligationsrights, powers or remedies of the Agent or the Banks, or in the enforcement of the obligations of the Guarantor, hereunder and under any other Collateral Document to which the Guarantor is a party; and (iv) any forbearance with respect to renewals, continuations or extensions of any of the Obligations or otherwise; any cancellation foregoing (all of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationwhich are referred to herein as the "Guaranteed Obligations"). (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (db) Notwithstanding any provision of this Guaranty anything to the contrary, it is intended that contrary contained in this Guaranty, the recourse of the Agent and any interests, liens and security interests granted by Guarantors as security the Banks hereunder against the Guarantor for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject Guaranteed Obligations shall be limited to the Bankruptcy Code assets and property pledged by the Guarantor to the Agent or the Banks pursuant to any pledge agreement or other Collateral Document, and neither the Agent nor any Bank shall have any recourse hereunder against the Guarantor or any applicable fraudulent conveyance of its other assets or fraudulent transfer law properties in respect of the Guaranteed Obligations; provided, -------- however, that the Guarantor ------- shall be liable for any costs, expenses, losses and liabilities suffered or similar law incurred by the Agent or any Bank as a result of the breach by the Guarantor of any state. Consequentlyof its representations or warranties herein or in any of the other Collateral Documents to which it is a party or the failure of the Guarantor to comply with the obligations imposed on it hereunder or under any of the other Collateral Documents to which it is a party, Guarantorsprovided, Agent and Purchasers agree that if this Guarantyhowever, or any such interestsnotwithstanding the foregoing proviso, liens or security interests securing this Guaranty, would, but nothing therein shall be construed as to make the Guarantor secondarily liable for the application Guaranteed Obligations under any event or circumstance, it being the intent of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall proviso that it be valid and enforceable only limited to the maximum extent that would not cause this Guaranty or such interestcosts, lien or security interest to constitute a Fraudulent Conveyanceexpenses, losses and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeliabilities described above.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt This is a guaranty of payment and performance not of collection, and the Guarantors expressly waive any right to Purchasers require that any action be brought against the Borrower or any other guarantor of any of the Guaranteed Obligations or to require that resort be had to any security. The Guarantors further waive any right of the Guarantors to require that an action be brought against Borrower under the provisions of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended from time to time. If the Borrower shall fail to make any Guaranteed Obligation when and Agentas the same becomes due (whether at maturity, on behalf of itself and in its capacity as agent by acceleration or call for prepayment or otherwise), the benefit of Purchasers, when dueGuarantors, upon demand, at maturity without notice other than such demand and without the necessity of further action by the Lender, shall promptly and fully make or perform such Guaranteed Obligation. The Guarantors shall pay all reasonable costs and expenses, including reasonable counsel fees and expenses, paid or incurred by reason of acceleration or otherwise and at all times thereafter, of any and all the Lender in connection with the enforcement of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any obligations of the Obligations; any forbearance with respect to any of Guarantors hereunder. All payments by the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty Guarantors shall be made in lawful money of the United States currency of America and may be applied to the Guaranteed Obligations as the Lender in its sole discretion deems fit. Each default in any Guaranteed Obligation shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Guarantors bind and obligate themselves for the payment and performance of the Guaranteed Obligations the same as if the Guaranteed Obligations had been contracted for by and was due from the Guarantors personally, hereby agreeing to and binding themselves and their successors and assigns by all terms and conditions contained in the same manner as provided for the Obligations. (d) Notwithstanding Acquisition Loan Agreement, or any provision other document or other evidence of this Guaranty indebtedness, signed or to the contrary, it is intended that this Guarantybe signed by Borrower, and any interests, liens and security interests granted other documents executed by Guarantors the Borrower in connection therewith or as security for therefor, making itself a party thereto, hereby waiving notice of any such indebtedness and of demand, presentment, protest or notice of demand or nonpayment and of any act to establish the liability of any party on any commercial or other paper, indebtedness or obligation covered by 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the full and prompt punctual payment of all sums now owing or which may in the future be owing by any of the Borrowers under the Facility Documents, when the same are due and performance payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by any of the Borrowers to Purchasers and Agentpay punctually any Liability, on behalf each of itself and in its capacity as agent the Guarantors agree that it shall forthwith upon written demand pay to the Administrative Agent for the benefit of Purchasersthe Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, when due, upon demand, to the applicable Guaranteed Party) the amount not so paid at maturity or by reason of acceleration or otherwise the place and at all times thereafter, of any and all of in the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, includingmanner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Facility Documents. This Guaranty is a guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of action against any of the Obligations; Borrowers or any forbearance with respect other Person or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees Borrowers and that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such interest is subject to Guarantor for the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for . All liabilities of the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest Guarantors hereunder shall be valid the joint and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 several liabilities of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeeach Guarantor.

Guaranty of Payment. (a) Each Guarantor that is a Domestic Subsidiary (each, a “Domestic Guarantor, jointly and severally, hereby ”) unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders, each of their Affiliates party to a Covered Agreement, and each other Secured Creditor (individually, a “Guaranteed Party”, and collectively, the “Guaranteed Parties”) the full and prompt punctual payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and performance indebtedness (including, without limitation, principal, premium, interest, reimbursement obligations, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to Purchasers and Agentthe bankruptcy, on behalf insolvency, reorganization or similar proceeding of itself and any Domestic Guarantor at the rate provided for in its capacity as agent the applicable Facility Document, whether or not a claim for post-petition interest is allowed in any such proceeding)) of each of the Borrowers to the Guaranteed Parties, whether now owing or which may in the future may be owing (all of the foregoing being the “Liabilities”). Upon failure by any of the Borrowers to pay punctually any of the Liabilities, each of the Guarantors agrees that it shall forthwith pay to the Administrative Agent for the benefit of Purchasersthe applicable Guaranteed Parties (or in the case of amounts owing under a Covered Agreement, when due, upon demand, to the applicable Guaranteed Party) the amount not so paid at maturity or by reason of acceleration or otherwise the place and at all times thereafter, of any and all of in the Obligationsmanner specified in the applicable Facility Document. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantyis a Foreign Subsidiary (a “Foreign Guarantor”) unconditionally and irrevocably guarantees to each Guaranteed Party the full and punctual payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, reimbursement obligations, fees and indemnities (including, without limitation, all interest that accrues after the consideration set forth commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Foreign Guarantor at the rate provided for in the recitals aboveapplicable Facility Document, as well as wither or not a claim for post-petition interest is allowed in any commitment such proceeding)) of each of the Subsidiary Borrowers and the Foreign Subsidiaries to lend, extension of credit or other financial accommodationthe Guaranteed Parties, whether heretofore now owing or hereafter made which may in the future may be owing (all of the foregoing being the “Foreign Liabilities”). Upon failure by Purchasers any Subsidiary Borrower or Foreign Subsidiary to any Company; any extension, renewal or replacement of pay punctually any of the Obligations; any forbearance with respect to any Foreign Liabilities, each of the Obligations Foreign Guarantors agrees that it shall forthwith pay to the Administrative Agent for the benefit of the applicable Guaranteed Parties (or otherwise; any cancellation in the case of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationamounts owing under a Covered Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. (c) This Guaranty is a guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrowers or any other person or entity or any Collateral. Each Guarantor agrees that all payments under that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any of the Borrowers and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be made the joint and several liabilities of each Guarantor; provided that in United States currency and in no event shall any Foreign Guarantor, CFC Holdco or Domestic Subsidiary of a CFC guarantee or be deemed to guarantee any liabilities as to which the same manner as provided for Borrower or any Domestic Subsidiary is the Obligationsprimary obligor (any such liabilities, “Domestic Liabilities”). (d) Notwithstanding anything contained herein, the Liabilities guaranteed by any provision Foreign Guarantor, CFC Holdco or Domestic Subsidiary of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest CFC shall be valid and enforceable only to the maximum extent that 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 exclude all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeDomestic Liabilities.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment and performance to Purchasers Buyer and Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersBuyer, when due, due upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Buyer to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s 's assets by any Purchaser Buyer or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Collateral Agent and Purchasers Buyer agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “"Fraudulent Conveyance” " means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. Each Guarantor (a) Each Guarantornot merely as a surety or guarantor of collection)hereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon whether at stated maturity, as an installment, by prepayment or by demand, at maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of all Obligations of the Borrowers heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations. Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (b) Each Guarantor acknowledges the "Expenses"). The Guarantors guarantee that valuable consideration supports this Guaranty, includingthe Obligations shall be paid strictly in accordance with the terms of the Credit Agreement. The Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Credit Agreement. The Agent shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; action against any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrower or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrowers and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, it is intended the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that this Guaranty, and any interests, liens and security interests granted by Guarantors said Guarantor could pay without having such payment set aside as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in fraudulent transfer or fraudulent conveyance or similar action under the event that this Guaranty or such interest is subject to the U.S. Bankruptcy Code or any applicable fraudulent conveyance state or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeforeign law.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, a. Guarantor hereby unconditionally guarantees to Lender the payment, as and irrevocably guarantees when the full same shall be due and prompt payment and performance to Purchasers and Agentpayable, on behalf whether by lapse of itself and in its capacity as agent for the benefit time, by acceleration of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise otherwise, and at all times thereafter, of all principal, interest, fees, costs, expenses, attorneys’ fees, indemnification indebtedness and other sums of money now or hereafter due and owing pursuant to the terms of the Lease, the Bonds, the Mortgage or any other documents or agreements entered into connection with any of the foregoing (collectively, the “Credit Documents”) now or hereafter existing, and all renewals, extensions, refinancings, modifications or amendments of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration such indebtedness or any part thereof together with costs of collection as set forth in Section 11 hereof (herein collectively called the recitals above, “Indebtedness”). This Guaranty covers the Indebtedness whether presently outstanding or arising subsequent to the date hereof including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as well as any commitment to lend, extension set forth in this Section is a guaranty of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement payment and not of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationcollection. (c) Each Guarantor agrees that all payments under b. Notwithstanding anything to the contrary contained in this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding or any provision of this Guaranty any other Credit Document, the Guaranteed Obligation guaranteed hereunder by any Guarantor shall not extend to the contrary, it is intended that this Guaranty, and or include any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” Excluded Swap Transaction (as defined below) in the event with respect to that this Guaranty or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant timesGuarantor. For purposes hereof, “Fraudulent ConveyanceExcluded Swap Transaction” means means, with respect to any Guarantor, any transaction that constitutes a fraudulent conveyance under Section 548 “swap” within the meaning of section 1a(47) of the Bankruptcy Code Commodity Exchange Act (“Swap”), if, and to the extent that, such Guarantor is not an “eligible contract participant” under and as defined in Section la(18) of the Commodity Exchange Act (or a fraudulent conveyance CFTC rules promulgated thereunder) on the date such Swap is entered into or fraudulent transfer such transaction is or becomes illegal under the provisions of any Commodity Exchange Act (or CFTC rules promulgated thereunder) or other applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timelaw.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether by lapse of time, at by acceleration of maturity, or otherwise, of all principal, interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by reason or against Borrower, whether or not allowed in such proceeding), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of acceleration money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Deed of Trust, the Environmental Agreement, any application, agreement, note or other document executed and delivered in connection with any Letter of Credit, any of the other Loan Documents, or any Swap Contract, as the same may from time to time be amended, supplemented, restated or otherwise and at all times thereafter, of any and all of the Obligations. modified (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitationcollectively, the consideration “Indebtedness”). The Indebtedness includes all costs and expenses incurred by Lender in seeking to enforce Lender’s rights and remedies with respect to the Indebtedness, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in the recitals above, as well as any commitment to lend, extension this Section 1 is a continuing guaranty of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement payment and not a guaranty of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) collection. Notwithstanding any provision language of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject Guarantor’s obligations with respect to the Bankruptcy Code or repayment of principal of the Loan shall not at any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent time exceed Twenty-Five Million and Purchasers agree that if this Guaranty, or any No/100 Dollars ($25,000,000.00) (such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only principal which is guaranteed pursuant to the maximum extent that would not cause this Guaranty or such interest, lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically sometimes be deemed BofA/Landstown Guaranty Agreement #438684v5 referred to have been amended accordingly at all relevant timesas the “Guaranteed Principal Portion;” the principal which is not guaranteed pursuant to this Guaranty is sometimes called the “Unguaranteed Principal Portion”). For purposes hereofNotwithstanding the foregoing, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 Guarantor shall be liable for, and the Guaranteed Obligations shall include, the punctual payment of the Bankruptcy Code Guaranteed Principal Portion and all interest, prepayment premiums, fees, late charges, costs, expenses and indemnification indebtedness which may now or a fraudulent conveyance hereafter be due or fraudulent transfer under owing, or which Borrower is obligated to pay, pursuant to any document, instrument or agreement evidencing or governing the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any stateIndebtedness, as until the Indebtedness is paid and satisfied in effect from time to timefull.

Guaranty of Payment. (a) Each GuarantorThis Guaranty is a guaranty of payment. The liability and obligations of the Company shall be primary, jointly direct and severallyabsolute, and the Company hereby unconditionally and irrevocably guarantees waives any right to require that resort be had by the full and prompt payment and performance to Purchasers and Agent, on behalf the Issuing Bank, the Swing Line Lender and the Lenders against any of itself the Subsidiary Borrowers or any other Person, or to require that resort be had by the Agent, the Issuing Bank, the Swing Line Lender and the Lenders to any direct or indirect collateral security. The Agent may, at its option, proceed against the Company in its capacity the first instance to enforce any obligation to collect any monies, the payment of which is guaranteed hereby, without first proceeding against any of the Subsidiary Borrowers or any other Person and without first resorting to any other remedies, as agent the Agent may deem advisable. The liability of the Company hereunder shall in no way be affected or impaired by any acceptance by the Agent, the Issuing Bank, the Swing Line Lender or the Lenders or any direct or indirect security for, or other guarantor upon, any indebtedness, liability or obligation of the Subsidiary Borrowers to the Agent, the Issuing Bank, the Swing Line Lender and the Lenders, or by any failure, delay, neglect or omission of the Agent, the Issuing Bank, the Swing Line Lender or any Lenders to realize upon or perfect any such security, indebtedness, liability or obligation, or by any direct or indirect collateral security therefor, or by the bankruptcy, reorganization or insolvency of, or by any other proceeding for the benefit relief of Purchasersdebtors commenced against, when dueany of the Subsidiary Borrowers or any other Person, upon demand, at maturity or by reason of acceleration the release, exchange, substitution or otherwise and at all times thereafter, any loss or impairment of any and all collateral security, or the liability of any other Person in respect of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth release of any other guarantor or any collateral security provided thereby, or by the invalidity or unenforceability of this Agreement, or any of the Obligations against any of the Subsidiary Borrowers for any reason, or by any amendment or waiver of or any consent to or departure from this Agreement, or by any reason or circumstance which might constitute a defense available to or a discharge of any Subsidiary Borrower or the Company in its 68 DRAFT 11/15/96 capacity as a guarantor, including, without limitation, any defense of sovereign immunity or any similar defense available to any Subsidiary Borrower or the recitals aboveCompany under applicable law, as well as from any commitment of its obligations (including, without limitation, in respect of the Obligations), or by the fact that at any time or from time to lendtime none of the Obligations may be outstanding, extension or by the merger or consolidation of credit any Subsidiary Borrower with any other Person, or other financial accommodationby the dissolution or liquidation of any Subsidiary Borrower, whether heretofore or by any law, rule, regulation or decree now or hereafter made in effect which might affect any of the terms or conditions of the Obligations, or by Purchasers to any Company; any extensionthe preference, renewal priority ranking or replacement collectibility of any of the Obligations; any forbearance with respect to any of , or by the Obligations existence or otherwise; any cancellation of an existing guaranty; any purchase exercise of any Company’s assets right of set-off by the Agent, the Issuing Bank, the Swing Line Lender or any Lender, or by any Purchaser or Agent; or any other valuable considerationreason whatsoever. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly This guaranty is and severally, hereby unconditionally shall remain an unconditional and irrevocably guarantees the full and prompt continuing guaranty of payment and performance and not a guaranty of collection, shall remain in full force and effect irrespective of any interruption in the business and other dealings and relations of Customer with Bank and shall apply to Purchasers and Agentguarantee the due and punctual payment and performance of all Obligations of Customer due by Customer to Bank. To that end, Guarantor hereby expressly waives (1) any right to require Bank to bring any action against Customer, (2) any right to require Bank to bring any action against any other person, (3) any right to require Bank to recover from any collateral and other security and (4) any right to require Bank to recover from any balance of any deposit or other accounts on behalf the books of itself Bank in favor of Customer or any other person through set-off, recoupment or otherwise; and, without limiting the generality of the foregoing, Guarantor herewith expressly waives any right Guarantor otherwise might have or might have had under the provisions of Section 26-7 of the North Carolina General Statutes, et seq. or other North Carolina laws to require Bank to attempt to recover against Customer and in its capacity as agent to realize upon any collateral and other security which Bank holds for the benefit Obligations of PurchasersCustomer. Any Guarantor, when dueby a written notice, upon demanddelivered personally to or received by certified or registered United States Mail by an authorized officer of Bank in the Bank’s Loan Servicing Center (or successor thereto), at maturity the address of Bank first above given, may terminate their guaranty hereunder with respect to only those Obligations of Customer which arise more than thirty (30) business days after the date on which such written notice is so delivered to or received by reason said Bank officer. Such written notice of acceleration or otherwise termination shall be the sole and at all times thereafterexclusive method for terminating this guaranty as to future Obligations of Customer and notwithstanding termination, of any this Guaranty Agreement and the guaranty created hereby and all security given for this guaranty or the Obligations of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantyCustomer shall remain in full force and effect as to all Obligations of Customer incurred, existing or arising in any manner pre-termination, including, without limitation, the consideration set forth in the recitals aboveall Obligations of Customer arising under loan commitments which exist pre-termination, as well as any commitment to lend, extension all Obligations of Customer under lines of credit and revolving lines of credit for advances both pre- and post-termination and all Obligations of Customer arising from renewals, extensions, replacements, substitutions, amendments and modifications of the Obligations of Customer, in whole or other financial accommodationin part, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance foregoing are made with respect or without notice to any Guarantor before or after the effective date of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationsuch termination. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly Guarantor and severally, any debtor-in-possession or trustee in bankruptcy which succeeds to the interest of Guarantor hereby unconditionally and irrevocably guarantees the full and prompt payment to Secured Party when due and performance to Purchasers and Agentafter any applicable grace periods, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or whether by reason of acceleration or otherwise and at all times thereafterotherwise, of any and all Indebtedness (as hereinafter defined) of the ObligationsDebtor to Secured Party. (b) Each Guarantor acknowledges that valuable consideration supports As used in this Guaranty, "Indebtedness" shall mean any and all indebtedness of Debtor to Secured Party under the Loan Agreement, and all extensions, renewals and replacements thereof, including, without limitation, the consideration set forth in the recitals above, all unpaid accrued interest thereon and all costs and expenses payable as well as any commitment to lend, extension of credit or other financial accommodation, therein provided: (i) whether heretofore now existing or hereafter made incurred; (ii) whether direct, indirect, primary, absolute, secondary, contingent, secured, unsecured, matured or unmatured; (iii) whether such indebtedness is from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred; and (iv) whether or not such indebtedness is evidenced by Purchasers to any Company; any extension, renewal a negotiable or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; nonnegotiable instrument or any other valuable consideration. writing; and (cv) Each whether such indebtedness is contracted by Debtor alone or jointly or severally with another or others. Notwithstanding that Debtor may not be obligated to Secured Party for interest and/or attorneys' fees and expenses on, or in connection with, the Indebtedness from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Indebtedness for which Guarantor agrees that all payments shall be obligated under this Guaranty shall be made in United States currency and include interest accruing on the Indebtedness at the highest rate provided for in the same manner as provided Loan Agreement from and after the date on which Debtor files for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer protection under the provisions of any applicable fraudulent conveyance federal bankruptcy laws or fraudulent transfer law or similar law of any state, from and after the date on which an involuntary proceeding is filed against Debtor under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all reasonable attorneys' fees and expenses incurred by the Secured Party from and after the Petition Date in effect from time to timeconnection with the Indebtedness.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and Lenders the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, whether by lapse of time, by acceleration of maturity, or otherwise, of (i) upon demandthe occurrence of a Triggering Event (as hereinafter defined), at all principal and interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by reason or against Borrower, whether or not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of acceleration any Note, the Loan Agreement, the Deed of Trust, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) regardless of whether a Triggering Event shall have occurred, one hundred percent (100%) of all amounts owing under the Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent or any Lender under the Environmental Agreement (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or otherwise covers the liability of Borrower for environmental matters at the time demand is made by Administrative Agent or a Lender to Borrower under the Environmental Agreement, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the “Indebtedness”). The Indebtedness shall also include all times thereafter, of any costs and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, includingincluding court costs, without limitationcosts of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the consideration Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in the recitals above, as well as any commitment to lend, extension this Section 1 is a continuing guaranty of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement payment and not a guaranty of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationcollection. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. Each Guarantor (anot merely as a surety or guarantor of collection) Each Guarantorhereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon whether at stated maturity, as an installment, by prepayment or by demand, at maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of all Obligations heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which reasonably may be incurred by the Agent in collecting any of the Obligations. Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (b) Each Guarantor acknowledges the “Expenses”). The Guarantors guarantee that valuable consideration supports this Guarantythe Obligations shall be paid in accordance with the terms of the Credit Agreement, includingany applicable Loan Document, any applicable Swap Agreement, and any applicable agreement governing the provision of Bank Products. The Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Credit Agreement. The Agent shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrower or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall Person or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, it is intended the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that this Guaranty, and any interests, liens and security interests granted by Guarantors said Guarantor could pay without having such payment set aside as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in fraudulent transfer or fraudulent conveyance or similar action under the event that this Guaranty or such interest is subject to the U.S. Bankruptcy Code or any applicable fraudulent conveyance state or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeforeign law.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby Guarantor unconditionally and irrevocably guarantees to each of the full and prompt payment and performance to Purchasers and Administrative Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (each individually, a “Guaranteed Party” and, collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrowers under the Facility Documents when the same are due and payable, whether on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or stated maturity, by reason of acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise and at all times thereafter, of any and (all of the Obligations. foregoing sums being the “Liabilities”); provided, however, that the definition of “Liabilities” shall not create any guarantee by any Guarantor of (b) Each or grant of security interest by any Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals aboveto support, as well as applicable) any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Excluded Swap Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) of such Guarantor for purposes of determining any obligations of any Guarantor. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. Upon the failure by any Borrower to pay punctually any Liability, each Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. This Guaranty is a guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against any Borrower or any other Person or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any Borrower and that in the event that this Guaranty of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such interest is subject to Guarantor for the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for . All liabilities of the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest Guarantors hereunder shall be valid the joint and enforceable only to the maximum extent that 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 relevant timesseveral liabilities of each Guarantor. For purposes hereof, “Fraudulent ConveyanceExcluded Swap Obligation” means means, with respect to any Guarantor, any Swap Obligation (as defined below) if, and to the extent that, all or a fraudulent conveyance under Section 548 portion of the Bankruptcy Code Guarantee of such Guarantor of, or the grant by such Guarantor of a fraudulent conveyance security interest to secure, such Swap Obligation (or fraudulent transfer any Guarantee thereof) is or becomes illegal under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any stateCommodity Exchange Act (7 U.S.C. § 1 et seq.), as in effect amended from time to time., and any successor statute (the “Commodity Exchange Act”) or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C)(i) the Commodity Exchange Act (or any successor provision thereto), at the time the Guarantee of such Subsidiary Guarantor becomes or would become effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps

Guaranty of Payment. (a) Each Guarantor, jointly and severally, The Guarantor hereby unconditionally and irrevocably guarantees to the Seller the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasersperformance, when due, by acceleration or otherwise, of all past, present, and future indebtedness, liabilities, and obligations of the Purchaser to the Seller of any kind and description in connection with the Purchase Agreement, including but not limited to the Deferred Amount (collectively, the "Purchaser's Obligations"). The guaranty of the Guarantor as set forth in this section is an absolute, continuing, primary, and unconditional guaranty of payment and performance and not of collection. This Guaranty may be enforced by the Seller against the Guarantor without the necessity at any time of the Seller's resorting to or exhausting any other security or collateral now or hereafter pledged, assigned, or granted to the Seller and without the necessity at any time of the Seller's having recourse against the Purchaser under the Purchase Agreement. The Guarantor on demand shall pay to the Seller in immediately available funds, in lawful money of the United States of America, the Deferred Amount or satisfy the same with Common Stock as provided in the Purchase Agreement. The obligation hereunder may be considered by the Seller as either a guaranty or an agreement of surety. If a claim is ever made upon demand, at maturity the Seller for the repayment or any or all of the Deferred Amount and the Seller repays all or part of such amount by reason of acceleration (a) any judgment, decree, or otherwise and at all times thereafter, order of any and all court or administrative body having jurisdiction over the Seller or any of the Obligations. his property or (b) Each any settlement or compromise of any such claim effected by the Seller with any such claimant, including the Purchaser, then in such event the Guarantor acknowledges agrees that valuable consideration supports this Guarantyany such judgment, includingdecree, without limitationorder, settlement, or compromise shall be binding upon the consideration set forth Guarantor, notwithstanding any revocation hereof, and the Guarantor shall be and remain obligated to the Seller for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Seller, such amount to be included in the recitals aboveterm "Purchaser's Obligations." Nothing contained herein shall prevent the Seller from suing on the Purchase Agreement or from exercising any other rights available to it under the Purchase Agreement, as well as any commitment to lend, extension if neither the Purchaser nor the Guarantor timely performs the obligations of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement the Purchaser thereunder. The exercise of any of the Obligations; any forbearance with respect to aforesaid rights shall not constitute a discharge of any of the Obligations Guarantor's obligations hereunder. Neither the Guarantor's obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed, or otherwise; released in any cancellation manner whatsoever by an impairment, modification, change, release, or limitation of an existing guaranty; the liability of the Purchaser by reason of the Purchaser's bankruptcy or insolvency or any purchase subsequent reorganization, merger, or consolidation of any Company’s assets by any the Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made change in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contraryits composition, it is intended that this Guarantynature, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guarantypersonnel, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timelocation.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby The Guarantor unconditionally and irrevocably (but subject to the provisions on the release of Secondary Support under Section 2.05 of the Credit Agreement) guarantees to the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent Agent for the ratable benefit of Purchasersthe Banks the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facilities, when duethe same are due and payable, upon whether on demand, at maturity or stated maturity, by reason of acceleration or otherwise otherwise, and at all times thereafterwhether for principal, of any and all interest, fees, expenses, indemnification or otherwise; PROVIDED that the liability of the Obligations. Guarantor shall not, subject to Section 7 hereof, exceed $_____________ in principal amount (bthe "Principal Limit") Each Guarantor acknowledges PLUS a proportionate share (based on the ratio that valuable consideration supports the Principal Limit bears to the aggregate outstanding principal of the Loans under the Credit Agreement at the time payment is made under this Guaranty) of interest, includingfees, expenses, indemnification or other amounts due under the Facilities at the time payment of the principal amount of this Guaranty is made by the Guarantor (the foregoing principal amount, together with the proportionate share of interest, fees, expenses, indemnification and other amounts due under the Facilities, being the "LIABILITIES"). It is understood that the obligations of the Borrower to the Agent and the Banks may at any time or from time to time exceed the liability of the Guarantor hereunder without impairing this Guaranty. The Guarantor and the Agent agree, as between themselves, that regardless 1. of the manner of the application of payments made by the Borrower to the Agent and the Banks, all such payments shall be deemed to be applied first to the portion of the obligations of the Borrower to the Agent and the Banks which are not guaranteed hereunder and last to the portion of such obligations which are guaranteed hereunder. The Liabilities include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Agent and the Banks shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrower or any other valuable consideration. (c) Each person or entity or any collateral. The Guarantor agrees that all payments under this Guaranty shall that, as between the Guarantor and the Agent, the Liabilities may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty to notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the contrary, it is intended Borrower and that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty of a declaration or such interest is subject to attempted declaration, the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law Liabilities shall immediately become due and payable by the Guarantor for the purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt This is a guaranty of payment and performance not of collection, and the Guarantor expressly waives any right to Purchasers require that any action be brought against the Borrower or any other guarantor of any of the Guaranteed Obligations or to require that resort be had to any security. The Guarantor further waives any right of the Guarantor to require that an action be brought against Borrower under the provisions of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended from time to time. If the Borrower shall fail to make any Guaranteed Obligation when and Agentas the same becomes due (whether at maturity, on behalf of itself and in its capacity as agent by acceleration or call for prepayment or otherwise), the benefit of Purchasers, when dueGuarantor, upon demand, at maturity without notice other than such demand and without the necessity of further action by the Lender, shall promptly and fully make or perform such Guaranteed Obligation. The Guarantor shall pay all reasonable costs and expenses, including reasonable counsel fees and expenses, paid or incurred by reason of acceleration or otherwise and at all times thereafter, of any and all the Lender in connection with the enforcement of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any obligations of the Obligations; any forbearance with respect to any of Guarantor hereunder. All payments by the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in lawful money of the United States currency of America and may be applied to the Guaranteed Obligations as the Lender in its sole discretion deems fit. Each default in any Guaranteed Obligation shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Guarantor binds and obligates itself for the payment and performance of the Guaranteed Obligations the same as if the Guaranteed Obligations had been contracted for by and was due from the Guarantor personally, hereby agreeing to and binding itself and its successors and assigns by all terms and conditions contained in the same manner as provided for the Obligations. (d) Notwithstanding Loan Agreement, or any provision other document or other evidence of this Guaranty indebtedness, signed or to the contrary, it is intended that this Guarantybe signed by Borrower, and any interests, liens and security interests granted other documents executed by Guarantors the Borrower in connection therewith or as security for therefor, making itself a party thereto, hereby waiving notice of any such indebtedness and of demand, presentment, protest or notice of demand or nonpayment and of any act to establish the liability of any party on any commercial or other paper, indebtedness or obligation covered by 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and the full and prompt other Lenders the punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether by lapse of time, at maturity by acceleration of maturity, or by reason of acceleration or otherwise and at all times thereafterotherwise, of all principal, interest (including interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to (a) the terms of any Note, the Credit Agreement, any application, agreement, note or other document executed and delivered in connection with any Swap Transaction or any other Loan Documents, and any indemnifications contained in the Loan Documents, now or hereafter existing, and (b) all renewals, extensions, refinancings, modifications, supplements or amendments of such indebtedness, or any of the Loan Documents, or any part thereof (the indebtedness described in clauses (a) and (b) above in this Section 1 is herein collectively called the “Indebtedness”). This Guaranty covers the Indebtedness, whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Lenders in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection. The obligations of Guarantor under this Guaranty are secured by the Xxxxxxxxx Second Lien Deed of Trust and, notwithstanding anything herein to the contrary, the Guarantor’s liability under this Guaranty, and Lender’s recourse against the Guarantor hereunder, shall be limited to Guarantor’s interest in the property described in the Xxxxxxxxx Second Lien Deed of Trust (the “Property”) and any other security furnished under the Xxxxxxxxx Second Lien Deed of Trust. In any action to foreclose the Xxxxxxxxx Second Lien Deed of Trust or to otherwise realize upon any security furnished under the Xxxxxxxxx Second Lien Deed of Trust or to collect any amount payable hereunder, no judgment for the repayment of this Guaranty will be enforced against Guarantor personally or against any property of Guarantor other than the Property and other security furnished under the Xxxxxxxxx Second Lien Deed of Trust. Notwithstanding the foregoing, nothing contained in this paragraph shall be construed as prohibiting Lenders from exercising any and all of remedies which the Obligations. (b) Each other Loan Documents permit, including the right to bring actions or proceedings against Borrower or Parent Company and to enter a judgment against Borrower or Parent Company. Guarantor acknowledges that valuable consideration supports this Guarantyshall be fully liable for compliance with the terms, including, without limitation, the consideration conditions and agreements set forth in the recitals above, as well as any commitment to lend, extension Xxxxxxxxx Second Lien Deed of credit or other financial accommodation, whether heretofore or hereafter made Trust and all amounts which may be due and owing by Purchasers to any Company; any extension, renewal or replacement Guarantor thereunder. Any amount actually received by Lenders resulting from the exercise of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments their remedies under this Guaranty and the Xxxxxxxxx Second Lien Deed of Trust shall be made applied against the Guaranteed Obligations in United States currency such order and in the same manner as provided for the Obligationsdetermined by Lenders in their sole discretion. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersBuyers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Collateral Agent to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser or the Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Guarantors and Collateral Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersHolders, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Holders to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser or AgentHolder; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent Guarantors and Purchasers Holders agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, Guaranty would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. Each Guarantor (anot merely as a surety or guarantor of collection) Each Guarantorhereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon whether at stated maturity, as an installment, by prepayment or by demand, at maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of all Obligations of the Borrower heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Facility Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations. Obligations and in connection with the protection, defense and enforcement of any rights under the Facility Agreement or under any other Loan Document (b) Each Guarantor acknowledges the “Expenses”). The Guarantors guarantee that valuable consideration supports this Guaranty, includingthe Obligations shall be paid strictly in accordance with the terms of the Facility Agreement. The Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Facility Agreement. The Agent shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrower or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Facility Agreement without further notice or demand. Notwithstanding anything contained herein or in the Facility Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject maximum liability of each Guarantor hereunder shall be limited to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law lesser of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for (i) the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent largest amount that would not cause this Guaranty or render such interest, lien or security interest Guarantor’s obligations hereunder subject to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance avoidance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the any comparable provisions of any applicable fraudulent conveyance or fraudulent transfer state law or similar law and (ii) the amount equal to ninety-five percent (95%) of any state, such Guarantor’s net worth as in effect from time to timeof the Effective Date.

Guaranty of Payment. (a) Each GuarantorThis Guaranty is a guaranty of payment. The liability and obligations of the Company shall be primary, jointly direct and severallyabsolute, and the Company hereby unconditionally and irrevocably guarantees waives any right to require that resort be had by the full and prompt payment and performance to Purchasers and Agent, on behalf the Issuing Bank, the Swing Line Lender and the Lenders against any of itself the Subsidiary Borrowers or any other Person, or to require that resort be had by the Agent, the Issuing Bank, the Swing Line Lender and the Lenders to any direct or indirect collateral security. The Agent may, at its option, proceed against the Company in its capacity the first instance to enforce any obligation to collect any monies, the payment of which is guaranteed hereby, without first proceeding against any of the Subsidiary Borrowers or any other Person and without first resorting to any other remedies, as agent the Agent may deem advisable. The liability of the Company hereunder shall in no way be affected or impaired by any acceptance by the Agent, the Issuing Bank, the Swing Line Lender or the Lenders or any direct or indirect security for, or other guarantor upon, any indebtedness, liability or obligation of the Subsidiary Borrowers to the Agent, the Issuing Bank, the Swing Line Lender and the Lenders, or by any failure, delay, neglect or omission of the Agent, the Issuing Bank, the Swing Line Lender or any Lenders to realize upon or perfect any such security, indebtedness, liability or obligation, or by any direct or indirect collateral security therefor, or by the bankruptcy, reorganization or insolvency of, or by any other proceeding for the benefit relief of Purchasersdebtors commenced against, when dueany of the Subsidiary Borrowers or any other Person, upon demand, at maturity or by reason of acceleration the release, exchange, substitution or otherwise and at all times thereafter, any loss or impairment of any and all collateral security, or the liability of any other Person in respect of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth release of any other guarantor or any collateral security provided thereby, or by the invalidity or unenforceability of this Agreement, or any of the Obligations against any of the Subsidiary Borrowers for any reason, or by any amendment or waiver of or any consent to or departure from this Agreement, or by any reason or circumstance which might constitute a defense available to or a discharge of any Subsidiary Borrower or the Company in its capacity as a guarantor, including, without limitation, any defense of sovereign immunity or any similar defense available to any Subsidiary Borrower or the recitals aboveCompany under applicable law, as well as from any commitment of its obligations (including, without limitation, in respect of the Obligations), or by the fact that at any time or from time to lendtime none of the Obligations may be outstanding, extension or by the merger or consolidation of credit any Subsidiary Borrower with any other Person, or other financial accommodationby the dissolution or liquidation of any Subsidiary Borrower, whether heretofore or by any law, rule, regulation or decree now or hereafter made in effect which might affect any of the terms or conditions of the Obligations, or by Purchasers to any Company; any extensionthe preference, renewal priority ranking or replacement collectibility of any of the Obligations; any forbearance with respect to any of , or by the Obligations existence or otherwise; any cancellation of an existing guaranty; any purchase exercise of any Company’s assets right of set-off by the Agent, the Issuing Bank, the Swing Line Lender or any Lender, or by any Purchaser or Agent; or any other valuable considerationreason whatsoever. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment and performance to Purchasers Lenders and Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersLenders, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Lenders to any Companythe Borrower; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s of the Borrower's assets by any Purchaser Lender or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Collateral Agent and Purchasers Lenders agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” "FRAUDULENT CONVEYANCE" means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or whether by reason of acceleration or otherwise otherwise, and at all times thereafter, of any and all Obligations of the Obligations. Borrowers to the Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing, or due or to become due (ball such obligations, together with any extensions or renewals thereof, being hereinafter collectively called the “Liabilities”), and Guarantor further agrees to pay all expenses (including, reasonable attorneys’ and legal assistants’ fees and legal expenses) Each Guarantor acknowledges that valuable consideration supports paid or incurred by the Lender in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty, including, without limitation, the consideration set forth in the recitals above, as well as any commitment to lend, extension . The right of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each recovery against Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) is unlimited. Notwithstanding any provision provisions of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state). Consequently, Guarantors, Agent and Purchasers agree Guarantor agrees that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, Guaranty would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such interest, lien or security interest to to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law law, order, ruling, decision or similar law law, order, ruling or decision binding upon the undersigned of any foreign, federal, state, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof or any court or arbitrator, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, Guarantor hereby jointly and severally, hereby unconditionally and irrevocably guarantees to Bank the full and prompt complete payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, whether at stated maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of any the Debt of Borrower arising under the Credit Agreement and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Credit Documents. Each Guarantor agrees that all payments under this Guaranty is a present and continuing guaranty of payment and not of collectibility, and that Bank shall not be made in United States currency required to prosecute collection, enforcement or other remedies against Borrower, any other Guarantor or any other Person before calling such Guarantor for payment. The obligations of each Guarantor hereunder and in under any of the same manner other Credit Documents to which any Guarantor is subject hereinafter are referred to as provided for the such Guarantor's "Obligations. (d) " Notwithstanding any provision provisions of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state). Consequently, Guarantors, Agent and Purchasers agree each Guarantor agrees that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, Guaranty would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “"Fraudulent Conveyance” " means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law law, order, ruling, decision or similar law law, order, ruling or decision binding upon any Guarantor of any foreign, federal, state, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof or any court or arbitrator (each, a "Governmental Body"), as in effect from time to time.

Guaranty of Payment. Agent shall have all rights, remedies and recourses afforded to Agent by reason of this Agreement or any other Loan Document or by law or equity or otherwise, and the same (a) Each Guarantorshall be cumulative and concurrent, jointly (b) may be pursued separately, successively or concurrently against Guarantor or others obligated for the Guaranteed Obligations, or any part thereof, or against any one or more of them, or against any security or otherwise, at the sole and severallyabsolute discretion of Agent, hereby unconditionally (c) may be exercised as often as occasion therefor shall arise, it being agreed by Guarantor that the exercise of, discontinuance of the exercise of or failure to exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and irrevocably guarantees (d) are intended to be, and shall be, nonexclusive. This Agreement is a guaranty of payment and not merely a guaranty of collection and to the extent any of the Guaranteed Obligations are due and payable, Agent may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount of the Guaranteed Obligations then due and prompt payment payable hereunder or any portion thereof, without proceeding against Borrower or any other person, or foreclosing upon, selling, or otherwise disposing of or collecting or applying against any of the Property. The obligations of Guarantor under this Agreement shall be primary, irrevocable, 49303598 direct and performance immediate and not conditional or contingent upon pursuit by Xxxxxxx or Agent of any remedies it may have against Borrower under the Loan Agreement or the other Loan Documents or any remedies it might have against any other Person. Xxxxxxxxx agrees not to Purchasers assert or take advantage of any subrogation rights of Guarantor or any right of Guarantor to proceed against Borrower for reimbursement in respect of any claim in any proceeding under the Bankruptcy Code. It is expressly understood that the waivers and Agentagreements of Guarantor constitute additional and cumulative benefits given to Lenders for their security and as an inducement for its extension of credit to Borrower. Agent may at any time and from time to time take any and/or all actions and enforce all rights and remedies available to it hereunder or under applicable law to collect from Guarantor any amounts then due and payable hereunder by Guarantor and/or to cause Guarantor to fulfill its obligations hereunder. To the extent permitted by applicable law, on behalf Guarantor’s liability under this Agreement is absolute and unconditional irrespective of: (a) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of itself form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other guarantor of the obligations and in its capacity as agent for the benefit liabilities of PurchasersBorrower to Agent and/or Lenders, when howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, upon demand, at maturity under or by reason of acceleration in connection with the Note or otherwise and at all times thereafter, of any and all of the Obligations.other Loan Document; (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth making of advances by Agent or any Lender to protect its interest in the recitals aboveProperty and/or the Note and Mortgage, as well as preserve the value of the Property and/or the Note and Mortgage or for the purpose of performing any commitment to lend, extension of credit term or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of covenant contained in any of the ObligationsLoan Documents; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration.or (c) Each Guarantor agrees any other condition, event, omission, action or inaction that all payments under this Guaranty shall be made in United States currency and would in the same manner as provided for the Obligations. (d) Notwithstanding any provision absence of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) paragraph result in the event that release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or such interest is subject to the Bankruptcy Code Agreement or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeother agreement.

Guaranty of Payment. (a) Each GuarantorGuarantor further agrees that its guaranty constitutes a guaranty of payment when due and not of collection, jointly and severally, hereby unconditionally and irrevocably guarantees waives any right to require that any resort be had by Lender to any of the full and prompt security held for payment and performance of the Guaranteed Obligations or to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, any balance of any and all deposit account or credit on the books of Lender in favor of the Obligations. (b) Each Borrower or any other Person. No Discharge or Diminishment of Guaranty. The obligations of each Guarantor acknowledges that valuable consideration supports this Guarantyhereunder shall not be subject to any reduction, including, without limitation, impairment or termination for any reason (other than the consideration set forth indefeasible payment in full in cash of the recitals aboveGuaranteed Obligations), as well as including any commitment to lendclaim of waiver, extension of credit release, surrender, alteration or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement compromise of any of the Guaranteed Obligations; any forbearance with respect , and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise; . Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of Lender to assert any cancellation of an existing guaranty; claim or demand or to enforce any purchase of remedy under the Credit Agreement except to the extent otherwise provided by applicable law, any Company’s assets by other Loan Document, Rate Management Agreement, any Purchaser or Agent; document relating to any Treasury Management Obligation, or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding agreement, by any waiver or modification of any provision of this Guaranty any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission that may or might in any manner or to the contrary, it is intended extent vary the risk of any Guarantor or that this Guaranty, and any interests, liens and security interests granted by Guarantors would otherwise operate as security for this Guaranty, not constitute a “Fraudulent Conveyance” (discharge of each Guarantor as defined below) in the event that this Guaranty or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer a matter of law or similar law equity (other than the indefeasible payment in full in cash of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for all the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeObligations).

Guaranty of Payment. (a) Each Guarantor, jointly The Guarantor hereby irrevocably and severally, hereby unconditionally and irrevocably guarantees the due punctual and full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all obligations of the Obligations. Company to the Counterparty now or hereafter due pursuant to the Agreement or pursuant to applicable laws and regulations in connection with the activities of the parties under the Agreement (b) Each Guarantor acknowledges that valuable consideration supports this Guarantythe “Guaranteed Obligation”), including, without limitationsubject to the limits set forth herein. Upon any failure by the Company to pay any of the Guaranteed Obligation, the consideration set forth Guarantor agrees that it will forthwith on demand pay any amounts which the Company has failed to pay the Counterparty, at the place and in the recitals above, as well as any commitment manner specified in the Agreement. This guaranty is a guaranty of payment and not merely a guaranty of collection. The Guarantor agrees that the Counterparty may resort to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement the Guarantor for payment of any of the Obligations; Guaranteed Obligation, whether or not the Counterparty shall have resorted to any forbearance collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase Guaranteed Obligation. Guarantor reserves the right to assert defenses, which the Company may have to payment of any Company’s assets by any Purchaser Guaranteed Obligation other than defenses based on lack of capacity, lack of authorization, lack of due execution, illegality, or Agent; limitations of actions, or any arising from the bankruptcy, insolvency, or similar proceeding of the Company and other valuable consideration. (c) Each defenses expressly waived hereby. The Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contrarythat, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code dissolution or bankruptcy of the Company, if such event shall occur at a fraudulent conveyance or fraudulent transfer under time when any of the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any stateGuaranteed Obligation may not then be due and payable, as the Guarantor will pay the Counterparty forthwith the full amount which would be payable hereunder by the Guarantor if all such Guaranteed Obligations were then due and payable and in effect from time to timedefault.

Guaranty of Payment. This is a guaranty of payment and performance, ------------------- and not of collection, and the terms, covenants and conditions of this Guaranty and the obligations of Guarantor hereunder shall be continuing, absolute and unconditional under any and all circumstances and shall be performed by Guarantor without regard to (a) Each Guarantorthe validity, jointly regularity or enforceability of the Agreement and severallythe Other Agreements or rights of offset with respect thereto at any time or from time to time held by AEI, hereby unconditionally (b) any defense, offset or counterclaim that may at any time be available to or be asserted by MTI against AEI and irrevocably guarantees which constitutes or might be construed to constitute, an equitable or legal discharge of MTI from the full Agreement or the Other Agreements or Guarantor under this Guaranty, in bankruptcy or in any other instance, (c) any law, regulation or decree, now existing or hereafter in effect, that might in any manner affect any of the terms, covenants and prompt conditions of the Agreement or the Other Agreements or the rights, powers or remedies of AEI hereunder or thereunder as against MTI or that might cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of the Agreement, or (d) the election of AEI to proceed hereunder by separate legal action with respect to each default by MTI. It being the purpose and intent that the terms, covenants and conditions of this Guaranty and the obligations and liabilities of Guarantor hereunder shall be continuing, absolute and unconditional under any and all circumstances, and shall not be discharged except by payment and performance to Purchasers as provided herein. Guarantor expressly acknowledges that AEI is relying on the guarantee by Guarantor embodied in this Guaranty in incurring obligations from MTI, and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor and agrees that all payments said guarantee and the obligations of Guarantor under this Guaranty shall continue in full force and effect and shall in no way be made in United States currency and impaired by any transfer by MTI of any interest in the same manner as provided for Agreement or the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall Other Agreements which may be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer permitted under the provisions of any applicable fraudulent conveyance Agreement or fraudulent transfer law or similar law of any state, as in effect from time to timethe Other Agreements.

Guaranty of Payment. (a) Each GuarantorUpon the effectiveness of this Guaranty as provided in Section 5 hereof and subject to the other provisions of this Guaranty, jointly and severally, Guarantor hereby unconditionally guaranties to each holder of a Note authenticated and irrevocably guarantees delivered by the Agent (each a “Holder”) and to the Agent and its successors and assigns (collectively, the “Guarantied Parties”), the principal of, premium, if any, interest on, and all other monetary obligations arising under the Notes, will be promptly paid in full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether at maturity, at maturity by acceleration, redemption or by reason otherwise, and interest on the overdue principal of acceleration or otherwise and at all times thereafterinterest on the Notes, if any, if lawful, will be promptly paid in full, in accordance with the terms hereof and thereof (collectively, the “Guarantied Obligations”). Failing payment when due of any amount so guarantied for whatever reason upon receipt of written notice from Agent of such failure, Guarantor will be obligated to pay the same immediately. By giving any such written notice, Agent shall be deemed to have accepted the terms and conditions of this Guaranty. Guarantor agrees that this is a guarantee of payment and not a guarantee of collection or collectibility. The guaranty provided in this Section 2 is in all respects subject to, and limited by, the provisions of the ObligationsSection 4 hereof. (b) Each Guarantor acknowledges hereby agrees that valuable consideration supports this Guarantyits obligations hereunder are absolute and unconditional, includingirrespective of the validity, without limitationregularity or enforceability of the Notes or the Note Agreement, the consideration set forth in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement absence of any of action to enforce the Obligations; same, any forbearance waiver or consent by any Holder with respect to any of provisions hereof or thereof, the Obligations or otherwise; any cancellation of an existing guaranty; any purchase recovery of any Company’s assets by judgment against the Issuer, any Purchaser or Agent; action to enforce the same or any other valuable considerationcircumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the Guarantied Obligations). Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Guaranty will not be discharged except by complete performance of the obligations contained in the Notes and the Note Agreement or payment in full of the Guarantied Obligations. (c) Each If any Holder or the Agent is required by any court or otherwise to return to the Issuer, Guarantor agrees that all payments under or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or Guarantor, any amount paid by either to the Agent or such Holder, this Guaranty shall Guaranty, to the extent theretofore discharged, will be made reinstated in United States currency full force and in the same manner as provided for the Obligationseffect. (d) Notwithstanding Guarantor agrees that it will not be entitled to any provision right of this Guaranty subrogation in relation to the contraryHolders in respect of any Guarantied Obligations until payment in full of all Guarantied Obligations. Guarantor further agrees that, it is intended that as between the Guarantor, on the one hand, and the Holders, Representatives and the Agent, on the other hand, (1) the maturity of the Guarantied Obligations may be accelerated as provided in the Note Agreement for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantied Obligations, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below2) in the event that this Guaranty or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequentlydeclaration of acceleration of such obligations as provided in the Note Agreement, Guarantors, Agent such obligations (whether or not due and Purchasers agree that if payable) will forthwith become due and payable by Guarantor for the purpose of this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each GuarantorThe Borrower hereby, jointly absolutely, irrevocably and severallyunconditionally guarantees, hereby unconditionally as primary obligor and irrevocably guarantees not as surety, the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due(whether at stated maturity, upon demand, at maturity or by reason of acceleration or otherwise early termination or otherwise, and at all times thereafter, of any ) and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any performance of the Obligations of the Subsidiary Borrower, including without limitation any such Obligations incurred or otherwise; any cancellation of an existing guaranty; any purchase accrued during the pendency of any Company’s assets bankruptcy, insolvency, receivership or other similar proceeding of the Subsidiary Borrower, whether or not allowed or allowable in such proceeding (collectively, the "Guaranteed Debt"). Upon failure by the Subsidiary Borrower to pay punctually any Purchaser such amount pursuant to this Amended Agreement or Agent; to deposit any amount or deliver any cash collateral, execute any documents or take any other action pursuant to this Amended Agreement or any other valuable consideration. (c) Each Guarantor Loan Document, the Borrower agrees that all payments under this Guaranty it shall be made in United States currency forthwith on demand pay to (or deposit with, as applicable) the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid or deposited at the place and in the same manner specified in this Amended Agreement or any other Loan Document, as provided for the Obligations. case may be, and shall also execute any documents and take any other action the Subsidiary Borrower is required to execute or take but has failed to execute or take (d) Notwithstanding any provision of this Guaranty it being understood that the intent hereof is that to the contraryextent that the Subsidiary Borrower shall fail to provide the Administrative Agent with a perfected first priority security interest in a specified amount of cash collateral as required hereby, it the Borrower shall be obligated to make all deposits, sign all documents and take all such other actions as may be required to assure the Administrative Agent such a security interest in such cash collateral). This Guaranty is intended that this Guaranty, a guaranty of payment and not of collection. The Borrower waives any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in right to require the event that this Guaranty or such interest is subject to the Bankruptcy Code Administrative Agent or any applicable fraudulent conveyance or fraudulent transfer law or similar law of Lender to xxx the Subsidiary Borrower, any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guarantyother guarantor, or any such interests, liens other person obligated for all or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 any part of the Bankruptcy Code Guaranteed Debt, or a fraudulent conveyance otherwise to enforce its payment against any collateral securing all or fraudulent transfer under any part of the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeGuaranteed Debt.

Guaranty of Payment. (aA) Each GuarantorSubject to the limitations on liability contained in Section 10 of this Guaranty, jointly Guarantor hereby irrevocably, absolutely, and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, Secured Party when due, upon demand, at maturity or whether by reason of acceleration or otherwise and at all times thereafterotherwise, of any and all of indebtedness evidenced by the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantyNote and the other Security Documents, including, without limitation, all extensions, renewals, and replacements of such indebtedness: i) whether such indebtedness exists now or is hereafter incurred; ii) whether such indebtedness is from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred; and iii) whether such indebtedness is incurred by the consideration set forth Debtor prior to, during, or after any filing by the Debtor or against the Debtor of any petition or request for liquidation, reorganization, arrangement, adjudication as a bankrupt, relief as a debtor, or other relief under bankruptcy, insolvency, or similar laws now or hereafter in effect in the recitals above, as well as any commitment to lend, extension United States of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; America or any other valuable considerationstate or territory thereof, and notwithstanding the Debtor's legal status as a debtor or a debtor-in-possession or the Debtor's discharge in any such proceeding; (collectively, the "Obligations"). (cB) Each The Guarantor hereby acknowledges and agrees that that: i) although applicable bankruptcy or insolvency laws may relieve all payments or part of the Debtor's obligations for principal, interest, default interest, fees, costs, or expenses under the Note or otherwise, the Guarantor shall continue to be liable for such obligations as if the bankruptcy or insolvency of the Debtor had not occurred; ii) the obligations of the Guarantor under this Guaranty shall be made in United States currency and in may exceed allowable obligations of the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty Debtor to the contrarySecured Party under such bankruptcy or insolvency laws; and iii) to this extent, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject Guarantor's liability to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for Secured Party hereunder may not be co-extensive with the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only Debtor's liability to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer Secured Party under the provisions of any applicable fraudulent conveyance Note and the other Security Documents or fraudulent transfer law or similar law of any state, as in effect from time to timeotherwise.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally guarantees to Lenders the payment, as and irrevocably guarantees when the full same shall be due and prompt payment and performance to Purchasers and Agentpayable, on behalf whether by lapse of itself and in its capacity as agent for the benefit time, by acceleration of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise otherwise, and at all times thereafter, of all principal, interest, fees, costs, expenses, indemnification indebtedness and other Obligations now or hereafter due and owing to Lenders pursuant to the Credit Agreement, the Notes, and the other Loan Documents, and all renewals, extensions, refinancings, modifications or amendments of such indebtedness or any part thereof (herein collectively called the “Indebtedness”). This Guaranty covers the Indebtedness whether presently outstanding or arising subsequent to the date hereof including any and all amounts advanced by Lenders in stages or installments. The guaranty of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration as set forth in the recitals above, as well as any commitment to lend, extension this paragraph is a guaranty of credit or other financial accommodation, whether heretofore or hereafter made payment and not of collection. The amounts payable by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty (which amounts shall include the obligations of Guarantor under both this paragraph and paragraph 2 below) shall be made due and payable immediately upon receipt by Guarantor of written notice of the amounts which are so due and payable. Guarantor has been supplied a copy of the Credit Agreement and, in United States currency particular, has been advised of, read and in understood Section 6.15 thereof. To the same manner as provided for extent that Guaranty Proceeds are actually distributed to holders of Senior Debt, Guarantor understands and agrees that the Obligations. Guaranteed Obligation shall not be deemed reduced by any such payment EXHIBIT G - SECOND AMENDED AND RESTATED CREDIT AGREEMENT (dCamden Property Trust) Notwithstanding any provision of Page 1 and Guarantor will continue to make payments pursuant to this Guaranty until such time as the Guaranteed Obligation has been paid in full after taking into effect any distributions of Guaranty Proceeds to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 holders of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeSenior Debt.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers Buyers and Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersBuyers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Buyers to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser Buyer or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Collateral Agent and Purchasers Buyers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. For good and valuable consideration, each of the undersigned guarantors (acollectively, the "Guarantors"), jointly and severally. hereby unconditionally and irrevocably guarantees to NationsBanc Business Finance Corporation ("NationsBanc") the full, prompt and unconditional payment and performance, when due, of all obligations (collectively, the "Obligations") of Health & Nutrition Systems Intemational,.Inc. (the "Client") now or hereafter due under the foregoing Factoring Agreement between NationsBanc and the Client (as such agreement may from time to time be amended or restated). Each Guarantorof the Guarantors also agrees, jointly and severally, hereby unconditionally to pay all costs (including attorneys fees whether incurTed in connection with collection, trial, appeal or otherwise) of collection against the Guarantors under this Guaranty. Each Guarantor shall provide NationsBanc with such financial statements and irrevocably guarantees tax returns as NationsBanc may from time to time request. Each Guarantor agrees that from time to time NationsBanc may, without notice to the full Guarantors and prompt without affecting any liability of any Guarantor: (a) exchange, release, sell (by foreclosure or otherwise), apply, or otherwise deal with any collateral for payment and or performance to Purchasers and Agentof the Obligations at the election of NationsBanc, on behalf of itself and in its capacity as agent (b) release any guarantor or other person at any time liable for the benefit Obligations or any part thereof; (c) extend, renew, or modify the terms of Purchasersor accelerate the Obligations, when duein whole or in part; (d) modify the terms of the foregoing Factoring Agreement or any other document in any way related to any Obligations; or (e) waive or fail to enforce any of its rights under any agreement evidencing, upon demandrelating to or securing the Obligations. Except as prohibited by applicable law, each of the Guarantors waives any right to require NationsBanc: (a) to continue providing factoring or other services to the Clients; (b) to make any presentment, protest, demand or notice of any kind, including notice of any nonpayment of the Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of the Client, NationsBanc, any surety, endorser, or other guarantor in connection with the Obligations or in connection with the creation of new or additional obligations; (c) to resort for payment or to proceed directly or at maturity once against any person, including the Client or any other guarantor; (d) to proceed directly against or exhaust any collateral held by NationsBanc from the Client, any guarantor or any other person; (e) to pursue any other remedy within NationsBanc's power; or (f) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Each of the Guarantors also waives any and all rights, claims and defenses arising by reason of: (a) any "one action" or "anti-deficiency" law or any other law which may prevent NationsBanc from bringing any action, including a claim for deficiency, against any of the Guarantors, before or after NationsBanc's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by NationsBanc which destroys or otherwise adversely affects any of the Guarantors subrogation rights or any of the Guarantors rights to proceed against NationsBanc for reimbursement, including without limitation, any loss of rights that any of the Guarantors may suffer by reason of any law limiting, qualifying or discharging the Obligations; (c) any disability or other defense of the Client of any other guarantor, or of any other person, or by reason of acceleration or otherwise and at all times thereafter, of any and all the cessation of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantyClient's liability for any reason whatsoever, includingother than payment in full in legal tender, without limitation, the consideration set forth in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; (d) any forbearance with respect right to any claim discharge of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in on the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.basis of

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby The Guarantor unconditionally and irrevocably guarantees to each of the full and prompt payment and performance to Purchasers and Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement or a Banking Services Agreement (individually, a “Guaranteed Party”, and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on behalf demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of itself and the foregoing sums being the “Liabilities”). The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in its capacity as agent the Facility Documents. Upon the failure by the Borrower to pay punctually any Liability, the Guarantor agrees that it shall forthwith upon demand pay to the Administrative Agent for the benefit of Purchasers, when due, upon demand, at maturity the applicable Guaranteed Parties (or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals abovecase of amounts owing under a Covered Swap Agreement or a Banking Services Agreement, as well as to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the relevant Facility Document. This Guaranty is a guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrower or any other valuable consideration. (c) Each person or entity or any collateral. The Guarantor agrees that all payments under this Guaranty shall that, as between the Guarantor and the Guaranteed Parties, the Liabilities may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty to notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the contrary, it is intended Borrower and that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty of a declaration or such interest is subject to attempted declaration, the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law Liabilities shall immediately become due and payable by the Guarantor for the purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. Agent shall have all rights, remedies and recourses afforded to Agent by reason of this Agreement or any other Loan Document or by law or equity or otherwise, and the same (a) Each Guarantorshall be cumulative and concurrent, jointly (b) may be pursued separately, successively or concurrently against Guarantor or others obligated for the Guaranteed Obligations, or any part thereof, or against any one or more of them, or against any security or otherwise, at the sole and severallyabsolute discretion of Agent, hereby unconditionally (c) may be exercised as often as occasion therefor shall arise, it being agreed by Guarantor that the exercise of, discontinuance of the exercise of or failure to exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and irrevocably guarantees (d) are intended to be, and shall be, nonexclusive. This Agreement is a guaranty of payment and not merely a guaranty of collection and to the extent any of the Guaranteed Obligations are due and payable, Agent may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount of the Guaranteed Obligations then due and prompt payment payable hereunder or any portion thereof, without proceeding against Borrower or any other person, or foreclosing upon, selling, or otherwise disposing of or collecting or applying against any of the Property. The obligations of Guarantor under this Agreement shall be primary, irrevocable, direct and performance immediate and not conditional or contingent upon pursuit by Lenders or Agent of any remedies it may have against Borrower under the Loan Agreement or the other Loan Documents or any remedies it might have against any other Person. Xxxxxxxxx agrees not to Purchasers assert or take advantage of any subrogation rights of Guarantor or any right of Guarantor to proceed against Borrower for reimbursement in respect of any claim in any proceeding under the Bankruptcy Code. It is expressly understood that the waivers and Agentagreements of Guarantor constitute additional and cumulative benefits given to Lenders for their security and as an inducement for its extension of credit to Borrower. Agent may at any time and from time to time take any and/or all actions and enforce all rights and remedies available to it hereunder or under applicable law to collect from Guarantor any amounts then due and payable hereunder by Guarantor and/or to cause Guarantor to fulfill its obligations hereunder. To the extent permitted by applicable law, on behalf Guarantor’s liability under this Agreement is absolute and unconditional irrespective of: 49303606 (a) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of itself form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other guarantor of the obligations and in its capacity as agent for the benefit liabilities of PurchasersBorrower to Agent and/or Lenders, when howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, upon demand, at maturity under or by reason of acceleration in connection with the Note or otherwise and at all times thereafter, of any and all of the Obligations.other Loan Document; (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth making of advances by Agent or any Lender to protect its interest in the recitals aboveProperty and/or the Note and Mortgage, as well as preserve the value of the Property and/or the Note and Mortgage or for the purpose of performing any commitment to lend, extension of credit term or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of covenant contained in any of the ObligationsLoan Documents; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration.or (c) Each Guarantor agrees any other condition, event, omission, action or inaction that all payments under this Guaranty shall be made in United States currency and would in the same manner as provided for the Obligations. (d) Notwithstanding any provision absence of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) paragraph result in the event that release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or such interest is subject to the Bankruptcy Code Agreement or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeother agreement.

Guaranty of Payment. Each Guarantor (anot merely as a surety or guarantor of collection) Each Guarantorhereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon whether at stated maturity, as an installment, by prepayment or by demand, at maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of all Obligations of the Borrower heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations. Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (b) Each Guarantor acknowledges the “Expenses”). The Guarantors guarantee that valuable consideration supports this Guaranty, includingthe Obligations shall be paid strictly in accordance with the terms of the Credit Agreement. The Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Credit Agreement. The Agent shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrower or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, it is intended the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that this Guaranty, and any interests, liens and security interests granted by Guarantors said Guarantor could pay without having such payment set aside as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in fraudulent transfer or fraudulent conveyance or similar action under the event that this Guaranty or such interest is subject to the U.S. Bankruptcy Code or any applicable fraudulent conveyance state or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeforeign law.

Guaranty of Payment. This is an irrevocable, absolute, continuing guaranty of payment (ainter alia) Each and not a guaranty of collection and is in no way conditioned or contingent upon any attempt to collect from or enforce performance or compliance by the Borrower or upon any other event, contingency or circumstance whatsoever. If for any reason the Borrower shall fail or be unable duly, punctually and fully to pay and perform the Obligations as and when the same shall become due, the Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon without demand, presentment, protest or notice of any kind, will forthwith pay or perform the Obligations in accordance with the terms of such Loan Documents. All such payments shall be made in lawful money of the United States and at maturity or by reason the place specified in the Note, with interest thereon until paid at the rate set forth in the Loan Documents. The Guarantor, promptly after demand, will pay to the Lender the reasonable costs and expenses of acceleration collecting such amounts or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports enforcing this Guaranty, including, without limitation, the consideration set forth reasonable fees and expenses of counsel (before trial, at trial, at all appellate levels, in the recitals abovebankruptcy, as well as and otherwise). Guarantor waives any commitment right to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to require that any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; action be brought against Borrower or any other valuable consideration. (c) Each person or to require that resort be made to any security and Lender may, at its option, proceed against the Guarantor agrees that all payments under this Guaranty in the first instance to collect any monies the payment of which is guaranteed hereby, without first proceeding against Borrower or any other person and without first resorting to any security held by it as collateral or to any other remedies. The liability of the Guarantor hereunder shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding no way affected or impaired by an acceptance by Lender of any provision security for, or other guarantors upon, any indebtedness, liability or obligation of this Guaranty Borrower to the contraryLender, it is intended that this Guarantyor by any failure, and delay, neglect or omission by Lender to realize upon or protect any interestssuch indebtedness, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty liability or such interest is subject to the Bankruptcy Code obligation or any applicable fraudulent conveyance notes or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, other instruments evidencing same or any such interests, liens collateral or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timetherefor.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether by lapse of time, at maturity by acceleration of maturity, or by reason otherwise, of acceleration (i) subject to the provisions of Section 1(b), Section 1(c) and Section 1(d) below, all principal of the Loan now or hereafter due and owing, or which any Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Security Instruments, any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and at (ii) 100% of all times thereafteramounts owing under the Environmental Agreements by Borrowers if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Lender pursuant to the Loan Agreement) is not then in place or, of if not then in place, does not otherwise cover a Borrower for claims relating to environmental matters when and if demand is made by Lender under the Environmental Agreement delivered by such Borrower (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under any and all of the ObligationsEnvironmental Agreements so long as the Environmental Insurance Policy is in place or otherwise covers the liability of a Borrower for environmental matters at the time demand is made by Lender to such Borrower under the Environmental Agreement delivered by such Borrower, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the “Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Lender in seeking to enforce Lender’s rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, Notwithstanding anything stated to the consideration set forth contrary in the recitals Section 1(a) above, as well as any commitment and subject to lendSection 1(c) below, extension Guarantor’s maximum liability under clause (i) of credit or other financial accommodationSection 1(a) of this Guaranty shall in no event exceed twenty-five percent (25%) (the “Repayment Guaranty Obligation”), whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; then outstanding principal balance under the Loan (the “Guaranteed Principal Amount”), such amount calculated as of the date the outstanding principal balance of the Loan becomes due and payable in full as a result of maturity or acceleration or otherwise. The Guaranteed Principal Amount shall only be reduced by payments actually received by Lender from Guarantor, which are applied to the outstanding principal balance of the Loan. In no event shall any forbearance payment received by Lender from any other party with respect to the Loan, or any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase amount received by Lender as a result of any Company’s assets exercise of remedies by Lender under any Purchaser or Agent; other Loan Document, reduce the Guaranteed Principal Amount or any other valuable considerationobligation of Guarantor hereunder. (c) Each Notwithstanding Section 1(b) above, Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in liable for one hundred percent (100%) of the same manner repayment obligations under clause (i) of Section 1(a) upon a Triggering Event (as provided for the Obligationshereinafter defined). (d) Notwithstanding any provision Lender shall grant a request by Guarantor to terminate the Guarantor’s obligations under clause (i) of Section 1(a) of this Guaranty (the “Repayment Guaranty Termination Event”), which shall be evidenced, at Guarantor’s request, by a written confirmation in form and substance reasonably acceptable to Guarantor, upon and subject to the contraryfollowing terms and conditions: (i) Guarantor shall request the termination, it is intended if at all, by written notice to Lender not more than ninety (90) days, and not less than forty-five (45) days, prior to the effective date of any proposed Repayment Guaranty Termination Event each, a “Termination Request Date”). (ii) At the time of the request and as of the effective date of any Repayment Guaranty Termination Event, there shall not exist any Event of Default, nor any condition or state of facts which after notice and/or lapse of time would constitute an Event of Default. (iii) Lender shall have received and approved an MAI appraisal of each Property then subject to the lien of any Security Instrument meeting all applicable regulatory requirements, taking into account then-current market conditions. (iv) Whether or not the termination becomes effective, Guarantor shall pay all reasonable out-of-pocket costs and expenses incurred by Lender in connection with the requested termination, including appraisal fees and reasonable attorneys’ fees actually incurred by Lender; all such costs and expenses incurred up to the time of Lender’s written agreement to the termination shall be due and payable on or prior to Lender’s execution of that this Guarantyagreement (or if the proposed termination does not become effective, then upon demand by Lender), and any interestsfuture failure to pay such amounts within ten (10) Banking Days following written request of such payment, liens and security interests granted by Guarantors as security for this Guaranty, not shall constitute a “Fraudulent Conveyance” default under the Loan Documents. (as defined belowv) in the event that this Guaranty or such interest is The Properties then subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law lien of any stateSecurity Instrument shall have a Loan-to-Value Ratio of less than or equal to sixty-five percent (65%). ConsequentlyThe conditions contained in this clause (v) may be satisfied by, Guarantorsin Borrowers’ sole discretion, Agent and Purchasers agree that if this Guaranty(A) repayment of principal of the Loan outstanding under the TILC/Capital Expenditures Holdback, and/or (B) a voluntary paydown of the Loan, without prepayment fees or premiums other than the payment of any Consequential Loss under Section 4 of the Note in an aggregate amount sufficient to cause such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall Loan-to-Value Ratio to be valid and enforceable only met. (vi) The Properties then subject to the maximum extent that would not lien of any Security Instrument shall have a Debt Service Coverage Ratio of at least 1.35 to 1.00. The conditions contained in this clause (vi) may be satisfied by, in Borrowers’ sole discretion, (A) repayment of principal of the Loan outstanding under the TILC/Capital Expenditures Holdback, and/or (B) a voluntary paydown of the Loan, without prepayment fees or premiums other than the payment of any Consequential Loss under Section 4 of the Note in an aggregate amount sufficient to cause this Guaranty or such interest, lien or security interest Ongoing Debt Service Coverage Ratio to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant timesmet. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.:

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby Guarantor unconditionally and irrevocably guarantees to each of the full and prompt payment and performance to Purchasers and Administrative Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitationCanadian Agent, the consideration set forth in the recitals aboveLenders and each of their Affiliates party to a Covered Swap Agreement (each individually, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent ConveyanceGuaranteed Party” and, collectively, the “Guaranteed Parties”) the punctual payment of all Guaranteed Obligations (as defined below) when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”); provided that the Liabilities, as to any Guarantor, shall not include any obligations under any Covered Swap Agreement to the extent that all or a portion of such Guarantor’s guarantee of such obligations is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof). The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction. Upon the failure by any Guarantor to pay punctually any Liability, each other Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the event that case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid. This Guaranty is a guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other Person or any collateral. Each Guarantor agrees that, if the Liabilities are declared to be due and payable in accordance with Article VIII of the Credit Agreement, as between such Guarantor and the Guaranteed Parties, for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower, the Liabilities shall immediately become due and payable by such interest is subject to Guarantor for the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for . All liabilities of the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest Guarantors hereunder shall be valid the joint and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 several liabilities of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeeach Guarantor.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and the full and prompt other Lenders the punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether by lapse of time, at maturity by acceleration of maturity, or by reason of acceleration or otherwise and at all times thereafterotherwise, of all principal, interest (including interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to (a) the terms of the Note, the Deed of Trust, or any other Loan Documents, and any indemnifications contained in the Loan Documents, now or hereafter existing, and (b) all renewals, extensions, refinancings, modifications, supplements or amendments of such indebtedness, or any of the Loan Documents, or any part thereof (the indebtedness described in clauses (a) and (b) above in this Section 1 is herein collectively called the “Indebtedness”). This Guaranty covers only the Guaranteed Obligations and Guarantor shall not be liable for any indebtedness other than the Guaranteed Obligations. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection. Notwithstanding any contrary provision, if (but only if) all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above, as well as any commitment Conditions to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” Liability Reduction (as defined below) in are satisfied, Guarantor’s liability shall be reduced to twenty-five percent (25%) of the event that this Guaranty or such interest is subject payment of principal. Administrative Agent’s and other Lenders’ agreement to the Bankruptcy Code foregoing limitations on Guarantor’s liability shall in no way be deemed to limit or restrict Administrative Agent’s and other Lenders’ right to apply any applicable fraudulent conveyance or fraudulent transfer law or similar law sums paid by Guarantor to any portion of any statethe Loan. ConsequentlyUpon the written request of Guarantor, Guarantors, Administrative Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for will advise Guarantor in writing as to whether the application Conditions to Liability Reduction have been satisfied. The provisions of this sentenceSection 1 do not limit, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only reduce or affect Guarantor’s obligations with respect to the maximum extent that would not cause guaranty of payment in this Guaranty Section 1 (other than the amount of principal payment) or such interest, lien or security interest to constitute a Fraudulent Conveyance, and the guaranty of performance in Section 2 below. Guarantor’s liability under this Guaranty shall automatically not be deemed reduced or otherwise affected, except to have been amended accordingly at all relevant times. For purposes hereofthe extent set forth in the next sentence, “Fraudulent Conveyance” means by any amount applied against the Indebtedness as a fraudulent conveyance under Section 548 result of the Bankruptcy Code foreclosure or a fraudulent conveyance or fraudulent transfer other realization upon any of the security for the Note. To the extent Lenders receive any payments under the provisions Note or any proceeds from foreclosure of any applicable fraudulent conveyance or fraudulent transfer law or similar law other realization upon of any statethe security for the Note, as such payments shall be applied to that portion of the Obligations for which Guarantor has no personal liability for payment, and then (and only after payment in effect from time to time.full of the portion of the Obligations for which Guarantor has no personal liability for payment) be applied against the portion of the Obligations for whose payment Guarantor is liable hereunder. Unless otherwise defined herein, the following capitalized terms when used in this Guaranty shall have the respective meanings set forth below:

Guaranty of Payment. (a) Each GuarantorGuarantor irrevocably, jointly absolutely and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and Lender all of the following (collectively, the "Guaranteed Obligations."): (b1) Each Guarantor acknowledges that valuable consideration supports this GuarantyThe due and punctual payment of all principal of, interest on and other amounts which become due and payable by Borrower under, the Base Facility Notes, and all renewals, extensions, modifications, amendments and restatements of the Base Facility Notes, including, without limitation, all Base Facility Advances made from time to time to Borrower and the consideration set forth interest accruing on such Base Facility Advances; (2) The due and punctual payment of all principal of, interest on and other amounts which become due and payable by Borrower under, the Revolving Facility Note (and all Advance Confirmation Instruments issued in connection therewith) and all renewals, extensions, modifications, amendments and restatements of the recitals aboveRevolving Facility Note (and all Advance Confirmation Instruments issued in connection therewith), as well as including, without limitation, all Revolving Facility Advances made from time to time to Borrower and the imputed interest accruing on such Revolving Facility Advances; (3) The due and punctual payment of all amounts which become due and payable by any commitment of the AIMCO Parties under the Master Agreement or any other Loan Documents from time to lend, extension time executed by any of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Companythe AIMCO Parties; any extension, renewal or replacement and (4) The due and punctual performance of all the obligations of any of the Obligations; any forbearance with respect to AIMCO Parties under the Master Agreement, and all of the obligations of any of the Obligations or otherwise; AIMCO Parties under any cancellation of an existing guaranty; any purchase of any Company’s assets other Loan Documents from time to time executed by any Purchaser of the AIMCO Parties. This Guaranty shall be an unconditional guaranty of payment and performance and not of collection, and is in no way conditioned upon any attempt by Lender to pursue or Agent; exhaust any remedy against Borrower (or any other valuable consideration. (c) Each AIMCO Party). This Guaranty is a continuing guaranty which shall remain in full force and effect until all of the Guaranteed Obligations have been paid and performed in full; and Guarantor agrees that all payments shall not be released from any obligations to Lender under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding long as any provision of this Guaranty amount payable by any AIMCO Party to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this GuarantyLender, or any such interestsobligation by any AIMCO Party, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance Loan Documents is not performed, satisfied, settled or fraudulent transfer law or similar law of any state, as paid in effect from time to timefull.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment and performance to Purchasers and Lenders or Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersLenders, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Lenders to any Companythe Borrower; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s of the Borrower's assets by any Purchaser Lender or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Collateral Agent and Purchasers Lenders agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” "FRAUDULENT CONVEYANCE" means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, whether by lapse of time, by acceleration of maturity, or otherwise, of (i) upon demandthe occurrence of a Triggering Event (as hereinafter defined), at all principal and interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by reason or against any Borrower, whether or not allowed in such proceeding) now or hereafter due and owing, or which any Borrower is obligated to pay, pursuant to the terms of acceleration the Note, the Loan Agreement, the Security Instruments, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and at (ii) regardless of whether a Triggering Event shall have occurred, 100% of all times thereafteramounts owing under the Environmental Agreements by Borrowers if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Lender pursuant to the Loan Agreement) is not then in place or, of if not then in place, does not otherwise cover a Borrower for claims relating to environmental matters when and if demand is made by Lender under the Environmental Agreement delivered by such Borrower (i. e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under any and all of the Obligations. Environmental Agreements so long as the Environmental Insurance Policy is in place or otherwise covers the liability of a Borrower for environmental matters at the time demand is made by Lender to such Borrower under the Environmental Agreement delivered by such Borrower, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (bthe amounts described in clauses (i) Each Guarantor acknowledges that valuable consideration supports and (ii) above shall be referred to herein, collectively, as the “Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Lender in seeking to enforce Lender’s rights and remedies under this Guaranty, includingincluding court costs, without limitationcosts of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the consideration Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in the recitals above, as well as any commitment to lend, extension this Section 1 is a continuing guaranty of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement payment and not a guaranty of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationcollection. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. Agent shall have all rights, remedies and recourses afforded to Agent by reason of this Agreement or any other Loan Document or by law or equity or otherwise, and the same (a) Each Guarantorshall be cumulative and concurrent, jointly (b) may be pursued separately, successively or concurrently against Guarantor or others obligated for the Guaranteed Obligations, or any part thereof, or against any one or more of them, or against any security or otherwise, at the sole and severallyabsolute discretion of Agent, hereby unconditionally (c) may be exercised as often as occasion therefor shall arise, it being agreed by Guarantor that the exercise of, discontinuance of the exercise of or failure to exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and irrevocably guarantees (d) are intended to be, and shall be, nonexclusive. This Agreement is a guaranty of payment and not merely a guaranty of collection and to the extent any of the Guaranteed Obligations are due and payable, Agent may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount of the Guaranteed Obligations then due and prompt payment payable hereunder or any portion thereof, without proceeding against Borrower or any other person, or foreclosing upon, selling, or otherwise disposing of or collecting or applying against any of the Property. The obligations of Guarantor under this Agreement shall be primary, irrevocable, direct and performance immediate and not conditional or contingent upon pursuit by Lenders or Agent of any remedies it may have against Borrower under the Loan Agreement or the other Loan Documents or any remedies it might have against any other Person. Xxxxxxxxx agrees not to Purchasers assert or take advantage of any subrogation rights of Guarantor or any right of Guarantor to proceed against Borrower for reimbursement in respect of any claim in any proceeding under the Bankruptcy Code. It is expressly understood that the waivers and Agentagreements of Guarantor constitute additional and cumulative benefits given to Lenders for their security and as an inducement for its extension of credit to Borrower. Agent may at any time and from time to time take any and/or all actions and enforce all rights and remedies available to it hereunder or under applicable law to collect from Guarantor any amounts then due and payable hereunder by Xxxxxxxxx and/or to 49303605 cause Guarantor to fulfill its obligations hereunder. To the extent permitted by applicable law, on behalf Guarantor’s liability under this Agreement is absolute and unconditional irrespective of: (a) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of itself form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other guarantor of the obligations and in its capacity as agent for the benefit liabilities of PurchasersBorrower to Agent and/or Lenders, when howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, upon demand, at maturity under or by reason of acceleration in connection with the Note or otherwise and at all times thereafter, of any and all of the Obligations.other Loan Document; (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth making of advances by Agent or any Lender to protect its interest in the recitals aboveProperty and/or the Note and Mortgage, as well as preserve the value of the Property and/or the Note and Mortgage or for the purpose of performing any commitment to lend, extension of credit term or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of covenant contained in any of the ObligationsLoan Documents; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration.or (c) Each Guarantor agrees any other condition, event, omission, action or inaction that all payments under this Guaranty shall be made in United States currency and would in the same manner as provided for the Obligations. (d) Notwithstanding any provision absence of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) paragraph result in the event that release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or such interest is subject to the Bankruptcy Code Agreement or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeother agreement.

Guaranty of Payment. (a) Each GuarantorThe Borrower hereby, jointly absolutely, irrevocably and severallyunconditionally guarantees, hereby unconditionally as primary obligor and irrevocably guarantees not as surety, the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due(whether at stated maturity, upon demand, at maturity or by reason of acceleration or otherwise early termination or otherwise, and at all times thereafter, of any ) and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any performance of the Obligations of the Subsidiary Borrower, including without limitation any such Obligations incurred or otherwise; any cancellation of an existing guaranty; any purchase accrued during the pendency of any Company’s assets bankruptcy, insolvency, receivership or other similar proceeding of the Subsidiary Borrower, whether or not allowed or allowable in such proceeding (collectively, the “Guaranteed Debt”). Upon failure by the Subsidiary Borrower to pay punctually any Purchaser such amount pursuant to this Amended Agreement or Agent; to deposit any amount or deliver any cash collateral, execute any documents or take any other action pursuant to this Amended Agreement or any other valuable consideration. (c) Each Guarantor Loan Document, the Borrower agrees that all payments under this Guaranty it shall be made in United States currency forthwith on demand pay to (or deposit with, as applicable) the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid or deposited at the place and in the same manner specified in this Amended Agreement or any other Loan Document, as provided for the Obligations. case may be, and shall also execute any documents and take any other action the Subsidiary Borrower is required to execute or take but has failed to execute or take (d) Notwithstanding any provision of this Guaranty it being understood that the intent hereof is that to the contraryextent that the Subsidiary Borrower shall fail to provide the Administrative Agent with a perfected first priority security interest in a specified amount of cash collateral as required hereby, it the Borrower shall be obligated to make all deposits, sign all documents and take all such other actions as may be required to assure the Administrative Agent such a security interest in such cash collateral). This Guaranty is intended that this Guaranty, a guaranty of payment and not of collection. The Borrower waives any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in right to require the event that this Guaranty or such interest is subject to the Bankruptcy Code Administrative Agent or any applicable fraudulent conveyance or fraudulent transfer law or similar law of Lender to sxx the Subsidiary Borrower, any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guarantyother guarantor, or any such interests, liens other person obligated for all or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 any part of the Bankruptcy Code Guaranteed Debt, or a fraudulent conveyance otherwise to enforce its payment against any collateral securing all or fraudulent transfer under any part of the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeGuaranteed Debt.

Guaranty of Payment. (aA) Each GuarantorSubject to the limitations on liability contained in Section 10 of this Guaranty, jointly the Guarantor hereby irrevocably, absolutely, and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, Secured Party when due, upon demand, at maturity or whether by reason of acceleration or otherwise and at all times thereafterotherwise, of any and all of indebtedness evidenced by the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantyNote and the other Security Documents, including, without limitation, all extensions, renewals, and replacements of such indebtedness: i) whether such indebtedness exists now or is hereafter incurred; ii) whether such indebtedness is from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred; and iii) whether such indebtedness is incurred by the consideration set forth Debtor prior to, during, or after any filing by the Debtor or against the Debtor of any petition or request for liquidation, reorganization, arrangement, adjudication as a bankrupt, relief as a debtor, or other relief under bankruptcy, insolvency, or similar laws now or hereafter in effect in the recitals above, as well as any commitment to lend, extension United States of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; America or any other valuable considerationstate or territory thereof, and notwithstanding the Debtor's legal status as a debtor or a debtor-in-possession or the Debtor's discharge in any such proceeding; (collectively, the "Obligations"). (cB) Each The Guarantor hereby acknowledges and agrees that that: i) although applicable bankruptcy or insolvency laws may relieve all payments or part of the Debtor's obligations for principal, interest, default interest, fees, costs, or expenses under the Note or otherwise, the Guarantor shall continue to be liable for such obligations as if the bankruptcy or insolvency of the Debtor had not occurred; ii) the obligations of the Guarantor under this Guaranty shall be made in United States currency and in may exceed allowable obligations of the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty Debtor to the contrarySecured Party under such bankruptcy or insolvency laws; and iii) to this extent, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject Guarantor's liability to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for Secured Party hereunder may not be co-extensive with the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only Debtor's liability to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer Secured Party under the provisions of any applicable fraudulent conveyance Note and the other Security Documents or fraudulent transfer law or similar law of any state, as in effect from time to timeotherwise.

Guaranty of Payment. (a) Each GuarantorThis Guaranty is a guaranty of payment. The liability and obligations of the Company shall be primary, jointly direct and severallyabsolute, and the Company hereby unconditionally and irrevocably guarantees waives any right to require that resort be had by the full and prompt payment and performance to Purchasers and Administrative Agent, on behalf the L/C Issuer, the Swing Line Lender, the Lenders and any Affiliate of itself any Lender against any of the Subsidiary Borrowers or any other Person, or to require that resort be had by the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders or any such Affiliate of a Lender to any direct or indirect collateral security. The Administrative Agent may, at its option, proceed against the Company in the first instance to enforce any obligation to collect any monies, the payment of which is guaranteed hereby, without first proceeding against any of the Subsidiary Borrowers or any other Person and without first resorting to any other remedies, as the Administrative Agent may deem advisable. The liability of the Company hereunder shall in its capacity as agent no way be affected or impaired by any acceptance by the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders or any such Affiliate of a Lender or any direct or indirect security for, or other guarantor upon, any indebtedness, liability or obligation of the Subsidiary Borrowers to the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders or any Affiliate of a Lender, or by any failure, delay, neglect or omission of the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lenders or any Affiliate of a Lender to realize upon or perfect any such security, indebtedness, liability or obligation, or by any direct or indirect collateral security therefor, or by the bankruptcy, reorganization or insolvency of, or by any other proceeding for the benefit relief of Purchasersdebtors commenced against, when dueany of the Subsidiary Borrowers or any other Person, upon demand, at maturity or by reason of acceleration the release, exchange, substitution or otherwise and at all times thereafter, any loss or impairment of any and all collateral security, or the liability of any other Person in respect of the Company Guaranteed Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth release of any other guarantor or any collateral security provided thereby, or by the invalidity or unenforceability of this Agreement or any Swap Contract, or any of the Company Guaranteed Obligations against any of the Subsidiary Borrowers for any reason, or by any amendment or waiver of or any consent to or departure from this Agreement or any Swap Contract, or by any reason or circumstance which might constitute a defense available to or a discharge of any Subsidiary Borrower or the Company in its capacity as a guarantor, including, without limitation, any defense of sovereign immunity or any similar defense available to any Subsidiary Borrower or the recitals aboveCompany under applicable law, as well as from any commitment of its obligations (including, without limitation, in respect of the Company Guaranteed Obligations), or by the fact that at any time or from time to lendtime none of the Company Guaranteed Obligations may be outstanding, extension or by the merger or consolidation of credit any Subsidiary Borrower with any other Person, or other financial accommodationby the dissolution or liquidation of any Subsidiary Borrower, whether heretofore or by any law, rule, regulation or decree now or hereafter made in effect which might affect any of the terms or conditions of the Company Guaranteed Obligations, or by Purchasers to any Company; any extensionthe preference, renewal priority ranking or replacement collectibility of any of the Company Guaranteed Obligations; any forbearance with respect to any of , or by the Obligations existence or otherwise; any cancellation of an existing guaranty; any purchase exercise of any Company’s assets right of set-off by the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any Affiliate of a Lender, or by any Purchaser or Agent; or any other valuable considerationreason whatsoever. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. The Guarantor unconditionally and irrevocably (but subject to the provisions on the release of Secondary Support under Section 2.05 of the Credit Agreement) guarantees to the Agent for the ratable benefit of the Banks the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facilities, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise; PROVIDED that the liability of the Guarantor shall not, subject to Section 7 hereof, exceed (a) Each Guarantor$_____________ in principal amount, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges such equal or lesser amount as may be established from time to time (which may be by increase or decrease) as the Guarantor's Credit Limit (as defined in the Credit Agreement), PLUS, in each case, a proportionate share (based on the ratio that valuable consideration supports the amount determined by clauses (a) and (b) above bears to the aggregate outstanding principal of the Loans under the Credit Agreement at the time payment is made under this Guaranty) of interest, includingfees, expenses, indemnification or other amounts due under the Facilities at the time payment of the principal amount of this Guaranty is made by the Guarantor (each of the foregoing amounts described in the preceding clauses (a) and (b), together with the applicable proportionate share of interest, fees, expenses, indemnification and other amounts due under the Facilities, being the "LIABILITIES"). It is 1. understood that the obligations of the Borrower to the Agent and the Banks may at any time or from time to time exceed the liability of the Guarantor hereunder without impairing this Guaranty. The Guarantor and the Agent agree, as between themselves, that regardless of the manner of the application of payments made by the Borrower to the Agent and the Banks, all such payments shall be deemed to be applied first to the portion of the obligations of the Borrower to the Agent and the Banks which are not guaranteed hereunder and last to the portion of such obligations which are guaranteed hereunder. The Liabilities include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above, as well as Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Agent and the Banks shall not be required to exhaust any commitment to lend, extension of credit right or other financial accommodation, whether heretofore remedy or hereafter made by Purchasers to take any Company; any extension, renewal or replacement of any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Borrower or any other valuable consideration. (c) Each person or entity or any collateral. The Guarantor agrees that all payments under this Guaranty shall that, as between the Guarantor and the Agent, the Liabilities may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guaranty to notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the contrary, it is intended Borrower and that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty of a declaration or such interest is subject to attempted declaration, the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law Liabilities shall immediately become due and payable by the Guarantor for the purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Agentin United States currency when due (whether at maturity, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demand, at maturity a stated prepayment date or earlier by reason of acceleration or otherwise otherwise) and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantyindebtedness, existing on the date hereof or arising from time to time hereafter, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, of the Company to any Noteholder under or in respect of the Note Purchase Agreement and the Notes, including, without limitation, the consideration set forth principal of and interest (including, without limitation, interest accruing before, during or after any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any such proceeding, interest which otherwise would have accrued in the recitals above, as well as any commitment to lend, extension absence of credit or other financial accommodationsuch proceeding, whether heretofore or hereafter made by Purchasers to not allowed as a claim in such proceeding) on the Notes or any Company; any extensionMake-Whole Amount (collectively, renewal or replacement the "Guarantied Obligations"). This is a continuing guaranty of payment and not of collection. Notwithstanding the foregoing, the aggregate amount of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments Guarantor's liability under this Guaranty shall be made in United States currency and in not exceed the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contrarymaximum amount that such Guarantor can guaranty without violating, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that or causing this Guaranty or such interest is subject Guarantor's obligations under this Guaranty to the Bankruptcy Code be void, voidable or otherwise unenforceable under, any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequentlylaw, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under including Section 548 548(a)(2) of the Bankruptcy Code (as hereinafter defined). Upon an Event of Default, any Noteholder may, at its sole election and without notice, proceed directly and at once against any Guarantor to seek and enforce payment of, and to collect and recover, the Guarantied Obligations, or a fraudulent conveyance any portion thereof, without first proceeding against the Company, any other Guarantor or fraudulent transfer under any other Person or against any security for the provisions Guarantied Obligations or for the liability of any applicable fraudulent conveyance such other Person or fraudulent transfer law the Guarantor hereunder. Each Noteholder shall have the exclusive right to determine the application of payments and credits, if any, to such Noteholder from each Guarantor, the Company or similar law from any other Person on account of any state, the Guarantied Obligations or otherwise. This Guaranty and all covenants and agreements of each Guarantor contained herein shall continue in full force and effect and shall not be discharged until such a time as all of the Guarantied Obligations shall be indefeasibly paid in effect from time to timefull in cash.

Guaranty of Payment. The Guarantor irrevocably, absolutely and unconditionally guarantees to the Bank: (a) Each GuarantorThe full and prompt payment by the Applicant of each and every draw made by the Trustee under the Letter of Credit, jointly such payment to be made in accordance with the terms of the Reimbursement Agreement (together with all interest accrued thereon, and severallyfees and expenses of the Bank thereunder and as more particularly set forth in Section 3 and 4 of the Reimbursement Agreement), hereby unconditionally as such relate to the principal of the Bonds and irrevocably guarantees the indebtedness represented thereby, and the redemption premium, if any, on the Bonds when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption, or if tendered for purchase and not remarketed, or otherwise; (b) the full and prompt payment of interest on the Bonds when and as the same shall become due and payable; (c) the full and prompt payment of an amount equal to each and all of the payments and any other sums when and as the same shall become due, required to be paid by the Applicant under the terms of the Installment Sale Agreement (as defined in the Indenture); and (d) the full and prompt payment of all principal, interest and other sums when and as the same shall become due and payable under the Term Loan Note and the other Term Loan Documents (the preceding hereinafter collectively the "Indebtedness"); and (2) the full and prompt performance and observance by the Applicant of all of the obligations, covenants and agreements required to Purchasers be performed and Agentobserved by the Applicant under the terms of the Reimbursement Agreement, on behalf the Term Loan Note, the other Financing Documents and the other Term Loan Documents. The Guarantor hereby irrevocably and unconditionally agrees that upon any default by the Issuer in the payment, when due, of itself the Indebtedness, upon demand of the Bank, the Guarantor shall promptly pay the same. The Guarantor further hereby irrevocably and unconditionally agrees that (i) upon any default by the Applicant in its capacity the payment of the Indebtedness, the Guarantor will promptly pay the same, and (ii) upon any default by the Applicant in any of the obligations, covenants and agreements required to be performed and observed by the Applicant under the Installment Sale Agreement, the Building Loan Agreement, the Mortgage, the Term Loan Note, the other Financing Documents and the other Term Loan Documents, the Guarantor will effect the observance of such obligations, covenants and agreements. All payments by the Guarantor shall be paid in lawful money of the United States of America. Each and every default in the payment of the Indebtedness, or in the prompt performance and observance by the Applicant of all of the obligations, covenants and agreements required to be performed and observed by the Applicant under the terms of the Reimbursement Agreement, the Term Loan Note, the other Financing Documents or the other Term Loan Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as agent each cause of action arises. (B) The Guarantor further agrees that this Guaranty constitutes an absolute, unconditional, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Bank to (1) any security held by or for the benefit of Purchasersthe Bank for payment of the Indebtedness, when due(2) the Bank's rights against any other person, upon demandor (3) any other right or remedy available to the Bank by contract, at maturity applicable law or by reason otherwise. The obligations of acceleration or otherwise the Guarantor under this Guaranty are direct, unconditional and at all times thereafter, completely independent of the obligations of any other person or entity, and all a separate cause of action or separate causes of action may be brought and prosecuted against the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitationthe necessity of joining the Issuer, the consideration set forth in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; Trustee or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided party or previously proceeding with or exhausting any other remedy against any other person who might have become liable for the Obligations. (d) Notwithstanding Indebtedness or of realizing upon any provision security held by or for the benefit of this Guaranty to the contrary, it is intended that this Guaranty, and Bank. The Guarantor further waives any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law benefits of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but credit for the application fair market value of this sentence, constitute the Project Facility in any action for foreclosure or for a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance deficiency judgment (including any credit under Section 548 1371 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeNew York Real Property Actions and Proceedings Law).

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon demandwhether by lapse of time, at maturity by acceleration of maturity, or by reason of acceleration or otherwise and at all times thereafterotherwise, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Principal Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” Amount (as defined below) ), interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), Interest Rate Agreements (as defined in the event that this Guaranty Deed of Trust defined in the Loan Agreement), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or such interest hereafter due and owing, or which Borrower is subject obligated to pay, pursuant to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 terms of the Bankruptcy Code Note, the Loan Agreement, any of the other Loan Documents, any application, agreement, note or a fraudulent conveyance or fraudulent transfer under other document executed and delivered in connection with any of the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any stateother Loan Documents, as in effect the same may from time to timetime be amended, supplemented, restated or otherwise modified (collectively, the "Indebtedness"), provided, however, that the Indebtedness shall not include any Excluded Hedging Obligations (as defined in Exhibit A attached hereto). The "Principal Guaranty Amount" shall be (1) 25% of the principal amount of the Note outstanding on the earliest of the following dates, the "Determination Date"): (x) the Maturity Date (as defined in the Note), (y) the date upon which Lender elects to accelerate the Maturity Date after the occurrence of an Event of Default, or (z) the date on which Borrower or Guarantor becomes the subject of any bankruptcy, receivership or other insolvency proceeding. The Indebtedness includes all costs and expenses incurred by Lender in seeking to enforce Lender's rights and remedies with respect to the Indebtedness, including court costs, costs of alternative dispute resolution and reasonable attorneys' fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection. Any and all payments made by Borrower or any other person other than Guarantor, and any and all payments, proceeds, credits or other sums received by Lender on account of the Loan Documents and the obligations secured thereby, whether arising from the disposition of the Property or any other collateral securing the Note or otherwise, shall be applied by Lender first, without modifying, releasing or reducing Guarantor's obligations hereunder, to reduce that portion of the principal of the Note and other amounts not guaranteed by Guarantor hereunder and only thereafter to the portion of the principal of the Note and other amounts guaranteed by Guarantor hereunder.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to Purchasers and Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersBuyers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers Collateral Agent to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s 's assets by any Purchaser or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Guarantors and Collateral Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” "FRAUDULENT CONVEYANCE" means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and Lenders the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, whether by lapse of time, by acceleration of maturity, or otherwise, of (i) upon demandthe occurrence of a Triggering Event (as hereinafter defined), at all principal and interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by reason or against Borrower, whether or not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of acceleration any Note, the Loan Agreement, the Deeds of Trust, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) regardless of whether a Triggering Event shall have occurred, one hundred percent (100%) of all amounts owing under the Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent or any Lender under the Environmental Agreement (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or otherwise covers the liability of Borrower for environmental matters at the time demand is made by Administrative Agent or a Lender to Borrower under the Environmental Agreement, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the “Indebtedness”). The Indebtedness shall also include all times thereafter, of any costs and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, includingincluding court costs, without limitationcosts of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the consideration Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in the recitals above, as well as any commitment to lend, extension this Section 1 is a continuing guaranty of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement payment and not a guaranty of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationcollection. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, The Parent hereby unconditionally and irrevocably guarantees to the full and Bank the prompt payment in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of all Obligations owing by BAX, Brink's and performance to Purchasers and Agent, on behalf of itself all Covered Subsidiaries. Any such payment shall be made at such place and in its capacity the same currency as agent for the benefit of Purchasers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligationssuch relevant Obligation is payable. (b) Each Guarantor acknowledges that valuable consideration supports this GuarantySubject to Section 9.07 below, includingBAX hereby unconditionally and irrevocably guarantees to the Bank the prompt payment in full when due (whether at stated maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) of all Obligations owing by the consideration set forth Parent (solely in its capacity as a Borrower and not in its capacity as a Guarantor) and the Covered Subsidiaries of BAX. Any such payment shall be made at such place and in the recitals above, same currency as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationsuch relevant Obligation is payable. (c) Each Guarantor agrees that Subject to Section 9.07 below, Brink's hereby unconditionally and irrevocably guarantees to the Bank the prompt payment in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of all payments under this Guaranty Obligations owing by the Parent (solely in its capacity as a Borrower and not in its capacity as a Guarantor) and the Covered Subsidiaries of Brink's. Any such payment shall be made in United States currency at such place and in the same manner currency as provided for the Obligationssuch relevant Obligation is payable. (d) Notwithstanding If any provision Covered Subsidiary of BAX becomes a Subsidiary of Brink's, the guarantee by BAX under this Guaranty to the contraryArticle IX of such Covered Subsidiary's Obligations shall thereupon automatically and without further action be assumed by Brink's, it is intended that Brink's shall be fully liable therefor under this GuarantyArticle IX, and the obligations of BAX with respect to such guarantee shall cease. If any interestsCovered Subsidiary of Brink's becomes a Subsidiary of BAX, liens the guarantee by Brink's under this Article IX of such Covered Subsidiary's Obligations shall thereupon automatically and security interests granted without further action be assumed by Guarantors as security for this GuarantyBAX, 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest BAX shall be valid and enforceable only to the maximum extent that would not cause fully liable therefor under this Guaranty or such interest, lien or security interest to constitute a Fraudulent ConveyanceArticle IX, and this Guaranty the obligations of Brink's with respect to such guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timecease.

Guaranty of Payment. (a) Each GuarantorGuarantor hereby unconditionally, jointly and severally, hereby unconditionally absolutely and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, to the full Beneficiaries: (i) The prompt and prompt complete indefeasible payment in full, when due and performance otherwise in accordance with the terms, provisions and conditions of the Notes and the Loan Agreement (but subject to Purchasers and Agentthe provisions of Section 1(b) hereof), on behalf of itself and in its capacity as agent all principal of the Loan (including amounts that would be due under the Loan Documents, pursuant to applicable state law, but for the benefit operation of Purchasers, when due, upon demand, at maturity or by reason the automatic stay under Section 362(a) of acceleration or otherwise Title 11 of the United States Code (the "Bankruptcy Code")); and (ii) The prompt and at complete indefeasible payment in full of all times thereafter, costs and expenses of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports enforcement, collection or other realization under, this Guaranty, including, without limitation, reasonable attorneys' fees, disbursements and other expenses (collectively, "Costs"; the consideration set forth in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any principal of the Loan, together with all Costs, are collectively referred to as the "Obligations; any forbearance with respect to any "). (b) Notwithstanding the aggregate amount of the Obligations and/or the Indebtedness that at any time or otherwise; any cancellation from time to time may be payable by Borrower, the aggregate liability of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments to Beneficiaries under this Guaranty shall not exceed the sum of (x) the Twenty Million Dollars ($20,000,000) plus (y) all Costs (the portion of the principal of the Loan that, at any given time, shall be made in United States currency and in payable by the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contrary, it is intended that Guarantor under this Guaranty, together with all Costs, are collectively referred to as the "Guaranteed Obligations"). Guarantor agrees that the Obligations and/or the ---------------------- Indebtedness may at any time and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in from time to time exceed the event that amount of the liability of Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of any Beneficiary hereunder. Guarantor agrees that whenever at any time or from time to time it shall make any payment on account of Guarantor's liability hereunder, it will notify the Collateral Agent in writing that such interest payment is subject to the Bankruptcy Code made under this Guaranty for such purpose. No payment or payments made by Borrower or any applicable fraudulent conveyance other Person or fraudulent transfer law received or similar law collected by any Agent or Lender from Borrower or any other Person by virtue of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, action or proceeding or any such interests, liens set-off or security interests securing this Guaranty, would, but for appropriation or application at any time or from time to time in reduction of or in payment of the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest Indebtedness shall be valid and enforceable only to the maximum extent that 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 relevant timesmodify, reduce, release or otherwise affect the liability of Guarantor hereunder who shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the date upon which the Obligations are paid in full. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance Guarantor shall not be entitled to make any payment under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of this Guaranty prior to demand therefor by any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeBeneficiary.

Guaranty of Payment. Each Guarantor (anot merely as a surety or guarantor of collection) Each Guarantorhereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the punctual payment in full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, upon whether at stated maturity, as an installment, by prepayment or by demand, at maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of all Obligations heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all costs and expenses (including reasonable attorneys’ fees and expenses), which may be incurred by the Agents or any other Secured Party in collecting any of the Obligations. Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (b) Each the “Expenses”). The Guarantors guarantee that the Obligations shall be paid strictly in accordance with the terms of the Credit Agreement. The Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Credit Agreement. The Collateral Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Collateral Agent, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guaranty and each Guarantor acknowledges shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that valuable consideration supports this Guarantysaid Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under any applicable bankruptcy, insolvency or other similar law (including, without limitation, the consideration set forth in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the ObligationsBankruptcy Code). (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably irrevocably, guarantees to Lender the full and prompt punctual payment and performance when due, whether by lapse of time, by acceleration of maturity, or otherwise, of the following (collectively, the “Guaranteed Indebtedness”): (i) all principal and accrued interest due and payable to Purchasers Lender under the Note, provided, however, such liability shall not exceed the lesser of; (a) Eleven Million Seven Hundred Fifty Thousand and Agent, No/100 Dollars ($11,750,000.00); and (b) the amount equal to fifty percent (50%) of the aggregate Advances made by Lender under the Loan Agreement if such aggregate Advances are less than Twenty-Three Million Five Hundred Thousand and No/100 Dollars ($23,500,000.00). (ii) all Costs incurred by or on behalf of itself Lender (including, without limitation, expenses and reasonable attorneys’ fees) in its capacity as agent enforcing the rights and remedies of Lender under this Guaranty and the Loan Documents, together with interest on all such Costs, accruing at the Default Rate for the benefit period commencing on the date demand for payment is delivered by Lender to Guarantor until the date paid by Guarantor; (iii) all Costs suffered or incurred by Lender as a result of Purchasersany fraud or misappropriation by Borrower or any untruth or inaccuracy in any material respect, when due, upon demand, which untruth or inaccuracy was known to Borrower or Guarantor at maturity or by reason the time of acceleration or otherwise and at all times thereafterdelivery to Lender, of any instrument or information delivered to Lender by or on behalf of Borrower or Guarantor (including the Loan Documents) as a condition to or in connection with the execution of the Loan Agreement or to satisfy any condition set forth in the Loan Agreement or in any Loan Document to the funding of the Loan; (iv) all Costs suffered or incurred by Lender as a result of intentional physical waste with respect to any portion of the Improvements; (v) all Costs suffered or incurred by Lender as a result of the removal or disposal of any property in which Lender has a security interest, beneficial or otherwise, in violation of the terms and conditions of the Loan Documents; (vi) all Costs suffered or incurred by Lender as a result of any mechanic’s or materialmen’s liens not expressly permitted or contested, paid and released pursuant to the terms of the Loan Documents, to the extent that revenues from the Mortgaged Property are insufficient to pay such Costs together with all other amounts due under the Loan Documents and other costs of operation of the Mortgaged Property; (vii) all Costs suffered or incurred by Lender as a result of the misapplication of any insurance proceeds or condemnation awards in violation of the Loan Documents or the failure of Borrower to maintain the insurance coverages required by the Loan Documents; (viii) all revenues received by or on behalf of Borrower from the operation or ownership of the Property and not delivered to Lender during the occurrence of a Default under the Loan Documents or applied to the Reserves or the costs of the Project as required by the terms of the Loan Agreement; and (ix) all Environmental Damages. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection. Guarantor’s obligations shall not be affected, impaired, lessened or released by loans, credits or other financial accommodations now existing or hereafter advanced by Lender to Borrower in excess of the Guaranteed Indebtedness. In no event shall the Guaranteed Indebtedness be reduced as a result of (i) Borrower’s payment of any part of the Obligations; (ii) Lender’s foreclosure or acceptance of a deed in lieu of foreclosure with respect to any collateral securing the Obligations; or (iii) any amount applied, from any source other than Guarantor, against the principal amount of the Obligations as a result of the foreclosure of or other realization upon any of the security for the Obligations, unless such amount applied results in repayment in full of all Obligations. To the extent Lender receives any payments under the Loan Agreement or any Note or receives any proceeds from foreclosure of or other realization upon any of the security for the Obligations (including proceeds from foreclosure), such payments or proceeds shall first be applied to that portion of the Obligations for which Guarantor has no liability for payment under this Guaranty, and shall then (and only after payment in full of the portion of the Obligations for which Guarantor has no liability for payment under this Guaranty) be applied against the portion of the Obligations for which payment Guarantor is liable. (b) Each Guarantor acknowledges that valuable consideration supports All capitalized terms used in this Guaranty, includingbut not defined herein, without limitation, shall have the consideration set forth meaning given such terms in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made Loan Agreement. As used in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty or such interest is subject to following capitalized terms shall have the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.following meanings:

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and Lenders the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due, whether by lapse of time, by acceleration of maturity, or otherwise, of (i) upon demandthe occurrence of a Triggering Event (as hereinafter defined), at all principal and interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by reason or against Borrower, whether or not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of acceleration any Note, the Loan Agreement, the Deed of Trust, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) regardless of whether a Triggering Event shall have occurred, 100% of all amounts owing under the Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent or any Lender under the Environmental Agreement (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or otherwise covers the liability of Borrower for environmental matters at the time demand is made by Administrative Agent or a Lender to Borrower under the Environmental Agreement, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the “Indebtedness”). The Indebtedness shall also include all times thereafter, of any costs and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, includingincluding court costs, without limitationcosts of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the consideration Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in the recitals above, as well as any commitment to lend, extension this Section 1 is a continuing guaranty of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement payment and not a guaranty of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable considerationcollection. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each GuarantorThis Parent Guaranty is a guaranty of payment. The liability and obligations of the Parent shall be primary, jointly direct and severallyabsolute, and the Parent hereby unconditionally waives any right to require that resort be had by the Administrative Agent or the Lenders against any Borrower or any other Person, or to require that resort be had by the Administrative Agent or the Lenders to any direct or indirect collateral security. The Administrative Agent may, at its option, proceed against the Parent in the first instance to enforce any obligation to collect any monies, the payment of which is guaranteed hereby, without first proceeding against any Borrower or any other Person and irrevocably guarantees without first resorting to any other remedies, as the full Administrative Agent may deem advisable. The liability of the Parent hereunder shall in no way be affected or impaired by any acceptance by the Administrative Agent or the Lenders of any direct or indirect security for, or other guarantor upon, any indebtedness, liability or obligation of the Borrowers to the Administrative Agent and prompt payment and performance the Lenders, or by any failure, delay, neglect or omission of the Administrative Agent or any Lender to Purchasers and Agentrealize upon or perfect any such security, on behalf of itself and in its capacity as agent indebtedness, liability or obligation, or by any direct or indirect collateral security therefor, or by the bankruptcy, reorganization or insolvency of, or by any other proceeding for the benefit relief of Purchasersdebtors commenced against, when dueany Borrower or any other Person, upon demand, at maturity or by reason of acceleration the release, exchange, substitution or otherwise and at all times thereafter, any loss or impairment of any and all collateral security, or the liability of any other Person in respect of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement release of any other guarantor or any collateral security provided thereby, or by the invalidity or unenforceability of this Agreement, the Obligations; Notes or any forbearance with respect to other Loan Document, or any of the Obligations against the Borrowers for any reason, or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser amendment or Agent; waiver of or any consent to or departure from this Agreement, or the Notes or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this GuarantyLoan Document, or by any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeother reason whatsoever.

Guaranty of Payment. (a) Each Guarantor, Guarantor hereby jointly and severally, hereby unconditionally and irrevocably guarantees (a) the full payment when due of Monthly Rent, and prompt payment all other Additional Rent, interest and charges to be paid by Tenant under the Lease, and (b) the performance by Tenant of all of the terms, conditions, covenants and agreements of the Lease (collectively, the “Obligations”). All payments required to Purchasers be made by Guarantor hereunder shall be paid to Landlord in legal United States currency or tender at Landlord’s address set forth below, or at such other address as Landlord may specify from time to time. This Guaranty shall constitute an agreement of suretyship as well as of guaranty and Agentis irrevocable, on behalf of itself unconditional and in its capacity as agent absolute and, if for the benefit of Purchasersany reason any such sums, or any part thereof, shall not be paid promptly when due, upon demandGuarantor will immediately pay the same to the person entitled thereto pursuant to the provisions of the Lease, at maturity or by reason of acceleration or otherwise and at all times thereafter, regardless of any defenses or rights of set-off or counterclaim which Tenant may have or assert and all regardless of whether Landlord shall have taken any steps to enforce any rights against Tenant to collect such sum, or any part thereof, and regardless of any other condition of contingency. Guarantor also agrees to pay to such person such further amount as shall be sufficient to cover the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports cost and expense of collecting such sum, or part thereof, or of otherwise enforcing this Guaranty, including, without limitationin any case, the consideration set forth reasonable compensation to its attorney for all services rendered in that connection. Upon Tenant’s failure to perform or observe any covenant, agreement, term or condition in the recitals aboveLease to be performed or observed by Tenant, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency will promptly perform and in observe the same manner as provided for or cause the Obligationssame promptly to be performed or observed. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each The Guarantor hereby unconditionally, absolutely and irrevocably guarantees the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of the indebtedness and other obligations of the Borrowers to the Lender evidenced by the Note and any other amounts that may become owing by the Borrowers under the Loan Documents (such indebtedness, obligations and other amounts are hereinafter referred to as the “Payment Obligations”), subject to the limitation set forth in paragraph (b) of this Section. If for any reason the Borrowers shall fail or be unable to pay, punctually and fully, any of their Payment Obligations, the Guarantor shall pay such obligations to the Lender in full immediately upon demand, subject to the limitation set forth in paragraph (b) of this Section. (b) The liability of the Guarantor under paragraph (a) of this Section with respect to the amount of principal outstanding on the Note shall be limited to $5,300,000 (the “Principal Limit”). There shall be no limitation on the liability of the Guarantor under paragraph (a) of this Section with respect to interest on the Note, or with respect to any other amounts (except principal of the Note) that may become owing by the Borrower under the Loan Documents. The limitation on the liability of the Guarantor provided for in this paragraph (b) does not apply to liability of the Guarantor arising under any provision of this Guaranty other than paragraph (a) of this Section. Amounts received by the Lender in partial payment of the principal of the Note, other than payments from the Guarantor, shall not reduce the obligation of the Guarantor under paragraph (a) of this Section with respect to the principal of the Note, except to the extent that such partial payments reduce the principal outstanding on the Note below the Principal Limit. (c) In addition to the guaranties of payment provided for above in this Section, the Guarantor hereby unconditionally, absolutely and irrevocably guarantee, jointly and severally, hereby unconditionally the payment of (i) the Recourse Guaranty Obligations (as hereinafter defined), and irrevocably guarantees (ii) the full Full Re-Payment Obligations (as hereinafter defined), but, with respect to the Full Re-Payment Obligations, only if (A) there is fraud by any Borrower or any of their partners, shareholders, members, managers, officers or directors, as the case may be, or of the Guarantor, with respect to the Loan, (B) a Prohibited Transfer occurs and prompt payment and performance to Purchasers and Agentis not reversed within 14 days after the date on which it occurs, on behalf (C) any Borrower contests, delays or otherwise hinders any action taken by the Lender in connection with the appointment of itself and in its capacity as agent a receiver for any collateral for the benefit Loan or the foreclosure of Purchasersthe liens, when duedeeds of trust, upon demandmortgages or other security interests created by any of the Loan Documents, or (D) any Borrower or Guarantor voluntarily files for bankruptcy, or is involuntarily placed into bankruptcy by an affiliate, accountant, attorney, or other representative of any Borrower or Guarantor and such involuntary bankruptcy is not dismissed within 30 days after the filing thereof. As used herein, the term “Full Re-Payment Obligations” shall mean the obligations of the Borrowers to pay the principal balance of and all interest due on the Note, whether at stated maturity or by reason of acceleration or otherwise otherwise, and at all times thereafter, of to pay any and all of other amounts that may become owing under the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitationNote or the other Loan Documents. As used herein, the consideration set forth in the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the term “Recourse Guaranty Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty ” shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.mean:

Guaranty of Payment. (a) Each GuarantorThe Borrower hereby, jointly absolutely, irrevocably and severallyunconditionally guarantees, hereby unconditionally as primary obligor and irrevocably guarantees not as surety, the full and prompt punctual payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasers, when due(whether at stated maturity, upon demand, at maturity or by reason of acceleration or otherwise early termination or otherwise, and at all times thereafter, of any ) and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any performance of the Obligations of the Subsidiary Borrower, including without limitation any such Obligations incurred or otherwise; any cancellation of an existing guaranty; any purchase accrued during the pendency of any Company’s assets bankruptcy, insolvency, receivership or other similar proceeding of the Subsidiary Borrower, whether or not allowed or allowable in such proceeding (collectively, the “Guaranteed Debt”). Upon failure by the Subsidiary Borrower to pay punctually any Purchaser such amount pursuant to this Agreement or Agent; to deposit any amount or deliver any cash collateral, execute any documents or take any other action pursuant to this Agreement or any other valuable consideration. (c) Each Guarantor Loan Document, the Borrower agrees that all payments under this Guaranty it shall be made in United States currency forthwith on demand pay to (or deposit with, as applicable) the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid or deposited at the place and in the same manner specified in this Agreement or any other Loan Document, as provided for the Obligations. case may be, and shall also execute any documents and take any other action the Subsidiary Borrower is required to execute or take but has failed to execute or take (d) Notwithstanding any provision of this Guaranty it being understood that the intent hereof is that to the contraryextent that the Subsidiary Borrower shall fail to provide the Administrative Agent with a perfected first priority security interest in a specified amount of cash collateral as required hereby, it the Borrower shall be obligated to make all deposits, sign all documents and take all such other actions as may be required to assure the Administrative Agent such a security interest in such cash collateral). This Guaranty is intended that this Guaranty, a guaranty of payment and not of collection. The Borrower waives any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in right to require the event that this Guaranty or such interest is subject to the Bankruptcy Code Administrative Agent or any applicable fraudulent conveyance or fraudulent transfer law or similar law of Lender to sxx the Subsidiary Borrower, any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guarantyother guarantor, or any such interests, liens other person obligated for all or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 any part of the Bankruptcy Code Guaranteed Debt, or a fraudulent conveyance otherwise to enforce its payment against any collateral securing all or fraudulent transfer under any part of the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeGuaranteed Debt.

Guaranty of Payment. (a) Each GuarantorGuarantor hereby, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment to the Agent and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of PurchasersLenders, when due, whether upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above, above as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers the Lenders or the Agent to any Companythe Borrower; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Companyof the Borrower’s assets by any Purchaser the Lenders or the Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a ““ Fraudulent ConveyanceConveyance ” (as defined below) in the event that this Guaranty or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Guarantors and Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, ““ Fraudulent ConveyanceConveyance ” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, Guarantor hereby jointly and severally, hereby unconditionally and irrevocably guarantees to the full and prompt payment and performance to Purchasers and Administrative Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasersthe Banks, the full and complete payment when due, upon demand, whether at stated maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of any and all the Debt of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, Company arising under the consideration set forth in Credit Agreement and the recitals above, as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Loan Documents. Each Guarantor agrees that all payments under this Guaranty is a present and continuing guaranty of payment and not of collectibility, and that the Administrative Agent shall not be made in United States currency required to prosecute collection, enforcement or other remedies against the Company, any other Guarantor or any other Person before calling such Guarantor for payment. The obligations of each Guarantor hereunder and in under any of the same manner other Loan Documents to which any Guarantor hereinafter are referred to as provided for the such Guarantor’s “Obligations. (d) ” Notwithstanding any provision provisions of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state). Consequently, Guarantors, Agent and Purchasers agree each Guarantor agrees that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, Guaranty would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law law, order, ruling, decision or similar law law, order, ruling or decision binding upon any Guarantor of any foreign, federal, state, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof or any court or arbitrator (each, a “Governmental Body”), as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties the full and prompt payment and performance to Purchasers the Buyers and Collateral Agent, on behalf of itself and in its capacity as collateral agent for the benefit of Purchasersthe Buyers, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) Each 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 other financial accommodation, whether heretofore or hereafter made by Purchasers the Buyers to any the Company; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Purchaser Buyer or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Collateral Agent and Purchasers the Buyers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each GuarantorGuarantor hereby, jointly and severallyseverally with each other Guarantor, hereby unconditionally and irrevocably guarantees to each Buyer and its successors, endorsees, transferees and assigns (collectively, the "Obligees") the full and prompt punctual performance and payment when due of any obligation of the Estate (as a Seller or Principal Stockholder) arising out of, under, or in connection with the Master Agreement (including Articles IX and X thereof) (collectively, the "Guaranteed Obligations") owing to such Obligee, without regard to any counterclaim, set-off, deduction or defense of any kind which any Guarantor may have or may assert, and without abatement, suspension, deferment or diminution on account of any occurrence whatsoever, provided, however, that no Guarantor shall be liable for any amount hereunder unless, within 10 days following (A) entry of a final judgment by a court or arbitral tribunal of competent jurisdiction in respect of payments owed by Sellers or the Principal Stockholders (or any of them) to Buyer or (B) the execution by the Designated Stockholder or the Estate of a document acknowledging liability to Buyer, any Principal Stockholder shall have failed to pay the full amount of such Guaranteed Obligations. Such guaranty is an absolute, unconditional, continuing guaranty of payment and performance not of collectibility, and is in no way conditioned or contingent upon any attempt to Purchasers and Agentcollect from the Estate, on behalf of itself and in its capacity as agent for from any other Guarantor or from any other person, firm or corporation obligated with respect to, or any other guarantor of, the benefit of Purchasers, when due, Guaranteed Obligations or upon demand, at maturity any other condition or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations. (b) contingency. Each Guarantor acknowledges that valuable consideration supports this Guarantywaives diligence, includingpresentment, without limitationprotest, demand for payment and notice of default or nonpayment to or upon the consideration set forth in the recitals aboveEstate, as well as any commitment to lend, extension of credit Guarantor or other financial accommodation, whether heretofore or hereafter made by Purchasers to any Company; any extension, renewal or replacement of any of the Obligations; any forbearance guarantor with respect to the Guaranteed Obligations. The liability of any Guarantor shall not be deemed modified, released or otherwise affected by any payment or payments at any time or from time to time in respect of the Guaranteed Obligations or otherwise; (x) made by the Estate, any cancellation of an existing guaranty; Guarantor, any purchase of any Company’s assets by any Purchaser or Agent; other guarantor or any other valuable consideration. person or (cy) Each received or collected by any Obligee from the Estate, any Guarantor, any other guarantor or any other person by virtue of any action or proceeding or any set-off or appropriation or application, and such Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided remain liable for the Guaranteed Obligations. (d) , until all Guaranteed Obligations indefeasibly are paid in full. Notwithstanding any provision of anything in this Refunding Agreement and Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest no Guarantor shall be valid liable hereunder for any amount in excess of the aggregate amount of all distributions made by the Estate to such Guarantor from and enforceable only to after the maximum extent that 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 relevant timesdate hereof. For purposes hereofof this Refunding Agreement and Guaranty, “Fraudulent Conveyance” the term "final judgment" means a fraudulent conveyance under Section 548 judgment or order of a court as entered on the Bankruptcy Code docket which (i) shall not have been revered, stayed, modified or a fraudulent conveyance or fraudulent transfer under amended and as to which the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeappeal, or to seek review or rehearing, shall have expired and as to which no appeal or petition for review, rehearing or certiorari is pending or (ii) if appealed, shall have been affirmed (or the appeal denied or dismissed) and the time to appeal from such affirmance or to seek review or rehearing thereof shall have expired or as to which no further hearing, appeal or petition for certiorari can be taken or granted.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, hereby The Guarantor unconditionally and irrevocably guarantees to each of the full and prompt payment and performance to Purchasers and Administrative Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement with any Subsidiary (each individually, a “Guaranteed Party”, and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Subsidiary Borrowers under the Facility Documents when the same are due and payable, whether on behalf demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of itself and the foregoing sums being the “Liabilities”). The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in its capacity as agent the Facility Documents. Upon the failure by any Subsidiary Borrower to pay punctually any Liability, the Guarantor agrees that it shall forthwith upon demand pay to the Administrative Agent for the benefit of Purchasersthe applicable Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, when dueto the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the relevant Facility Document. This Guaranty is a guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against any Subsidiary Borrower or any other Person or any collateral. The Guarantor agrees that, upon demand, at maturity or by reason of acceleration or otherwise as between the Guarantor and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitationGuaranteed Parties, the consideration set forth in Liabilities may be declared to be due and payable for the recitals abovepurposes of this Guaranty notwithstanding any stay, as well as any commitment to lend, extension of credit injunction or other financial accommodationprohibition which may prevent, whether heretofore delay or hereafter made by Purchasers to vitiate any Company; any extension, renewal or replacement of declaration as regards any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any Company’s assets by any Purchaser or Agent; or any other valuable consideration. (c) Each Guarantor agrees Subsidiary Borrowers and that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (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 Guarantors as security for this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guaranty of a declaration or such interest is subject to attempted declaration, the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law Liabilities shall immediately become due and payable by the Guarantor for the purposes of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

Guaranty of Payment. (a) Each Guarantor, jointly and severally, Guarantor hereby unconditionally and irrevocably guarantees and guaranties to Purchasers the full and prompt payment and performance to Purchasers and Agent, on behalf of itself and in its capacity as agent for the benefit of Purchasersperformance, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafterotherwise, of any all past, present, and all future indebtedness, liabilities, and obligations of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitationCompany to Purchasers of any kind and description arising in connection with the Purchase Agreement, the consideration Bridge Notes, and this Guaranty Agreement (collectively, the "BRIDGE NOTE PURCHASE DOCUMENTS"), whether direct or indirect, absolute or contingent, or due or to become due (collectively, the "OBLIGATIONS"), it being understood by all the parties hereto that such guaranty of payment is limited to the value of the Pledged Securities at such time any action is taken with respect to the Pledged Securities pursuant to any Event of Default hereunder. This Guaranty shall only relate to the Obligations and not to any other obligations of the Company which now or hereafter may be held by Purchasers and their respective successors and assigns. The guaranty of Guarantor as set forth in this section is an absolute, continuing, primary, and unconditional guaranty of payment and not of collection. If a claim is ever made upon Purchasers for the recitals above, as well as repayment or recovery of any commitment to lend, extension of credit amount or other financial accommodation, whether heretofore or hereafter made amounts received by Purchasers to any Company; any extension, renewal or replacement in payment of any of the Obligations; Obligations and Purchasers repay all or part of such amount by reason of (a) any forbearance judgment, decree, or order of any court or administrative body having jurisdiction over Purchasers or any of their property, or (b) any settlement or compromise of any such claim effected by the Purchasers with respect to any such claimant, including the Company, then in such event each Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon each Guarantor as if against the Guarantor and in favor of the Purchasers, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations Obligations, and each Guarantor shall be and remain obligated to Purchasers hereunder for the amount so repaid or otherwise; recovered to the same extent as if such amount had never originally been received by Purchasers, such amount to be included in the term "Obligations." This Guaranty may be enforced by Purchasers against each Guarantor without the necessity at any cancellation time of an existing guaranty; any purchase of any Company’s assets by any Purchaser Purchasers (a) resorting to or Agent; or exhausting any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guaranty to the contrarysecurity or collateral now or hereafter pledged, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for 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 applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors, Agent and Purchasers agree that if this Guarantyassigned, or granted to Purchasers and without the necessity at any such intereststime of Purchasers' having recourse against the Company on the Bridge Notes, liens or security interests securing this Guaranty, would, but for (b) exercising any other rights available to them under the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to Bridge Note Purchase Documents if neither the maximum extent that 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 relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 Company nor Guarantor timely performs the obligations of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to timeCompany thereunder.