Common use of Guaranty Clause in Contracts

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor In order to induce the Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements, Holdings hereby irrevocablyagrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and jointly and severally with irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guarantors guarantees Guaranteed Creditors to each Noteholderwhich such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the due Administrative Agent and punctual payment the other Guaranteed Creditors in full collecting any of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after Guaranteed Obligations to the filing extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any petition in bankruptcy, amount or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default received in payment or on account of any of the Guaranteed Obligations shall give rise to a separate cause and any of action hereunder and separate suits may be brought hereunder as each cause the aforesaid payees repays all or part of action arises. Each Guarantor agrees that the Notes issued in connection said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense such claimant (including the reasonable fees Guaranteed Parties), then and disbursements in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any law firm liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or external counsel) which recovered to the same extent as if such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, amount had never originally been received by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementpayee.

Guaranty. Each Guarantor Viatel Parent hereby irrevocablyunconditionally guarantees the timely performance of each and every obligation, representation, warranty and covenant of Viatel hereunder. Metromedia hereby unconditionally guarantees the timely performance of each and jointly every obligation, representation, warranty and severally with the other Guarantors guarantees to each Noteholder, the due covenant of MFN (Viatel Parent and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and Metromedia are collectively known as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”"Guarantors"). The guaranty in Owners hereby agree that the preceding sentence is an absoluteobligations of the Guarantors hereunder are several, present absolute and continuing guaranty of payment and unconditioned, shall not of collectibility and is in no way conditional be subject to any counter-claim, set-off, deduction, or contingent defense based upon any attempt to collect from claims each of the Company Guarantors may have against Developer or each of the Owners and shall remain in full force and effect in that regard to, and shall not be released, discharged or terminated or in any other way affected by any circumstance or condition. Each of the Guarantors unconditionally waive notice of acceptance of this guaranty or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due notice to the Noteholders entitled thereto, without demand, presentment, protest Owners or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued themselves in connection with the Note Purchase Agreement may (but need not) make reference to enforcement of the guaranty provisions of this Guaranty Section 14. Viatel Parent hereby unconditionally guarantees the obligations of Developer set forth in this Agreement. Each Guarantor Viatel Parent hereby agrees to pay that its obligations hereunder are absolute and to indemnify and save each Noteholder harmless from and against any damageunconditioned, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or shall not be subject to as a consequenceany counter-claim, direct set-off, deduction, or indirectdefense based upon any claims it may have against Developer or each of the Owners and shall remain in full force and effect in that regard to, of (x) and shall not be released, discharged or terminated or in any breach by such Guarantor, other way affected by any circumstance or condition. Viatel Parent unconditionally waives notice of acceptance of this guaranty or any notice to the Owners or themselves in connection with the enforcement of the guaranty provisions of this Section 14. Notwithstanding the foregoing, Viatel Parent's guaranty of the obligations of Developer set forth in this Section 14 shall not apply to any liability, costs, expenses or other Guarantor or by the Company of any warrantyfact, covenant, term matter or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising arising: (i) as a result of the acts, omissions or failure to act of the Owners (where such Owner had an obligation to act) or the Guarantors (other than Viatel and Viatel Parent) or (ii) from and after the date, if ever, that Viatel (or such other Owner as may then be applicable) has no longer appointed the Managing Director of Developer (the "Managing Director Date"); provided that any such breach obligations of Viatel Parent (or default, (yMetromedia) any legal action commenced pursuant to challenge this Section 14 that existed prior to the validity or enforceability of this Guaranty AgreementManaging Director Date shall remain in full force and effect. From and after the Managing Director Date, the NotesOwner responsible for appointing the Managing Director of Developer shall be obligated to execute such documents as the Owners, including Viatel and Viatel Parent, shall reasonably require evidencing the Note Purchase Agreement obligation of Metromedia (if it is MFN) or any other Finance Document and Carrier 1 International, S.A. (zif it is Carrier 1) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee guaranty the obligations of Developer in form and Indebtedness under and substance equivalent to the guaranty of Viatel Parent set forth in respect of the Notes and the Note Purchase Agreementthis Section 14.

Guaranty. Each Guarantor hereby irrevocablyGuarantor, unconditionally and jointly and severally with the each other Guarantors Guarantor, unconditionally and irrevocably guarantees to each Noteholderthe Holders the due, prompt and complete payment by the due and punctual payment in full Company of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)on, and any each other amounts amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration declaration or otherwise) and (b) any other sums which may become due under in accordance with the terms and provisions of the Notes, Notes and the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) the Notes and (b) above are herein called the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Guaranteed Note Documents” and the amounts payable by the Company under the Note Documents, and all other monetary obligations of the Company thereunder, being sometimes collectively hereinafter referred to as the “Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that If for any reason whatsoever the Company shall fail so or be unable duly, punctually and fully to pay any of such Guaranteed Obligationsamounts as and when the same shall become due and payable, each Guarantor agrees to pay the same when due to the Noteholders entitled theretoGuarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the Notes and the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each default in payment Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to collecting such amounts or otherwise enforcing this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damageGuaranty, lossincluding, cost or expense (including without limitation, the reasonable fees and disbursements expenses of counsel. Notwithstanding the foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any law firm or external counsel) state law, in which case such Noteholder may incur or Guarantor shall be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, liable under this Guaranty Agreement, only for amounts aggregating up to the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees largest amount that would not render such Guarantor’s liability obligations hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness subject to avoidance under and in respect Section 548 of the Notes and the Note Purchase AgreementUnited States Bankruptcy Code or any comparable provisions of any state law.

Guaranty. Each Guarantor In consideration of, and in order to induce the Banks to make the Loans hereunder, the Guarantors hereby irrevocablyabsolutely, unconditionally and irrevocably, jointly and severally with guarantee the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of the Obligations, and all other obligations and covenants of the Company now or hereafter existing under this Agreement, the Notes and the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitationLoan Documents whether for principal, interest (including interest accruing after the filing of any petition in bankruptcy, or becoming owing both prior to and subsequent to the commencement of any insolvency, reorganization proceeding against or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingwith respect to the Company under any chapter of the Bankruptcy Code), Fees, commissions, expenses (including reasonable attorneys' fees and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration expenses) or otherwise) , and (b) any other sums which may become due under all reasonable costs and expenses, if any, incurred by the terms and provisions of the Notes, the Note Purchase Agreement Agent or any other Finance Document executed Bank in connection therewith with enforcing any rights under this Guaranty (all such obligations described in clauses (a) and (b) above are herein called being the “"Guaranteed Obligations”"), and agree to pay any and all reasonable expenses incurred by each Bank and the Agent in enforcing this Guaranty; provided that notwithstanding anything contained herein or in any of the Loan Documents to the contrary, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount, and provided further, each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. The guaranty in If any such rebate or refund is ever required, all other Guarantors (and the preceding sentence Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent conditioned upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with Guaranteed Obligations may at any time and from time to time exceed the Note Purchase Agreement may (but need not) make reference to Maximum Guaranteed Amount of such Guarantor without impairing this Guaranty Agreement. Each Guarantor agrees to pay or affecting the rights and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect remedies of the Notes and the Note Purchase AgreementBanks hereunder.

Guaranty. Each The Guarantor hereby irrevocably, irrevocably and unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, Notes or the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (includingNotes, without limitationif any, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each the Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each The Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each The Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other the Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, Notes or the Note Purchase Agreement or any other Finance DocumentAgreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Notwithstanding any provision to the contrary contained herein or in the Note Agreement or the Notes, the obligations of the Guarantor under this Guaranty Agreement, the Note Agreement and the Notes shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the federal bankruptcy laws or any comparable provision of any applicable state law. The Guarantor hereby acknowledges and agrees that such the Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor In order to induce the Administrative Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements, and in recognition of the direct benefits to be received by Parent from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent hereby irrevocably, agrees with the Guaranteed Creditors as follows: the Parent hereby and unconditionally and jointly and severally with the other Guarantors irrevocably guarantees to each Noteholder, the due Guaranteed Creditors the full and punctual prompt payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedingwhen due, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)upon maturity, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) , of any and (b) any other sums which may become due under the terms and provisions all of the Notes, Guaranteed Obligations to the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)Creditors. The guaranty in the preceding sentence This is an absolute, present and continuing a guaranty of payment and not of collectibility collection. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Parent, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is in no way conditional or contingent ever made upon any attempt to collect from the Company Guaranteed Creditor for repayment or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice recovery of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default amount or amounts received in payment or on account of any of the Guaranteed Obligations shall give rise to a separate cause and any of action hereunder and separate suits may be brought hereunder as each cause the aforesaid payees repays all or part of action arises. Each Guarantor agrees that the Notes issued in connection said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense such claimant (including the reasonable fees Borrower), then and disbursements in such event the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent, notwithstanding any revocation of this Parent Guaranty or other instrument evidencing any law firm liability of the Borrower, and the Parent shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or external counsel) which recovered to the same extent as if such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, amount had never originally been received by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementpayee.

Guaranty. Each The Guarantor hereby irrevocably, irrevocably and unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Purchase Agreement, the Collateral Agreement or any other Finance Note Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any or other Guarantor hereunder) Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each the Guarantor agrees to pay the same when due to the Noteholders Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes Notes, the Note Agreement, the Collateral Agreement and the other Note Purchase AgreementDocuments. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each The Guarantor agrees that the Notes issued in connection with pursuant to the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each The Guarantor hereby acknowledges and agrees that such the Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase AgreementGuaranteed Obligations.

Guaranty. Each Guarantor hereby irrevocablyGuarantor, unconditionally and jointly and severally with the each other Guarantors Guarantor, unconditionally and irrevocably guarantees to each Noteholderthe Holders the due, prompt and complete payment by the due and punctual payment in full Company of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (LIBOR Breakage Amount, if any) , and interest on (including, without limitation, including interest accruing after the filing of any petition in bankruptcy, or becoming owing subsequent to the commencement of any insolvencybankruptcy, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingsimilar proceeding involving the Company), and any each other amounts amount due under, the Notes and the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration declaration or otherwise) and (b) any other sums which may become due under in accordance with the terms and provisions of the Notes, Notes and the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) the Notes and (b) above are herein called the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Guaranteed Note Documents” and the amounts payable by the Company under the Note Documents (including any reasonable attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that If for any reason whatsoever the Company shall fail so or be unable duly, punctually and fully to pay any of such Guaranteed Obligationsamounts as and when the same shall become due and payable, each Guarantor agrees to pay the same when due to the Noteholders entitled theretoGuarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the Notes and the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each default in payment Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to collecting such amounts or otherwise enforcing this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damageGuaranty, lossincluding, cost or expense (including without limitation, the reasonable fees and disbursements expenses of counsel. Notwithstanding the foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any law firm or external counsel) state law, in which case such Noteholder may incur or Guarantor shall be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, liable under this Guaranty Agreement, only for amounts aggregating up to the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees largest amount that would not render such Guarantor’s liability obligations hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness subject to avoidance under and in respect Section 548 of the Notes and the Note Purchase AgreementUnited States Bankruptcy Code or any comparable provisions of any state law.

Guaranty. Each For value received, Guarantor does hereby irrevocablyunconditionally, unconditionally absolutely and jointly irrevocably guarantee, as primary obligor and severally with not as a surety, to Buyer the other Guarantors guarantees full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to each NoteholderBuyer under the PPA, including compensation for penalties, the due Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the PPA (the “Guaranteed Amount”), provided, that Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed ________ Dollars ($___________). The Parties understand and agree that any payment by Guarantor or Seller of any portion of the Guaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment in full of (a) the principal ofand performance, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditional or contingent conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from the Company or Seller, any other guarantor of the Notes (including, without limitation, Guaranteed Amount or any other Guarantor hereunder) Person or upon entity or resort to any other action, occurrence or circumstance whatsoevermeans of obtaining payment of the Guaranteed Amount. In the event that the Company Seller shall fail so to duly, completely or punctually pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, Amount as required pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations PPA, Guarantor shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder promptly pay such amount as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementrequired herein.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by the Parent, Arlington and GMSC from the continuation and conversion of the Loans and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, each of the Parent, Arlington and GMSC hereby agrees with the Guaranteed Creditors as follows: Each Guarantor of the Parent, Arlington and GMSC hereby irrevocablyunconditionally and irrevocably guarantees as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each of the Parent, Arlington and GMSC, unconditionally and jointly and severally with irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guarantors guarantees to each NoteholderGuaranteed Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the due Administrative Agent and punctual payment the other Guaranteed Creditors in full collecting any of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any petition in bankruptcy, amount or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default received in payment or on account of any of the Guaranteed Obligations shall give rise to a separate cause and any of action hereunder and separate suits may be brought hereunder as each cause the aforesaid payees repays all or part of action arises. Each Guarantor agrees that the Notes issued in connection said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense such claimant (including the reasonable fees Borrower), then and disbursements in such event, each of the Parent, Arlington and GMSC agrees that any law firm such judgment, decree, order, settlement or external counsel) which compromise shall be binding upon the Parent, Arlington or GMSC, as the case may be, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and the Parent, Arlington or GMSC, as the case may be, shall both be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, amount had never originally been received by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementpayee.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors irrevocably -------- guarantees to each Noteholder, the due and punctual payment in full of Beneficiary as their respective interests may appear: (a) the principal ofdue, Make-Whole Amount (if any), prepayment premium (if any) punctual and interest on full payment by Lessee of all amounts (including, without limitation, interest accruing after amounts payable as damages in case of default) to be paid by Lessee pursuant to the filing of any petition in bankruptcyConstruction Agency Agreement, or the commencement of any insolvencyLease, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), the Participation Agreement and any other amounts Operative Documents to which Lessee is or is to be a party, whether such obligations now exist or arise hereafter, as and when the same shall become due underand payable, in accordance with the terms thereof; and (b) the due, prompt and faithful performance of, and compliance with, all other obligations, covenants, terms, conditions and undertakings of Lessee contained in the Construction Agency Agreement, the Notes Lease, the Participation Agreement or any other Operative Document to which Lessee is or is to be a party in accordance with the terms thereof (such obligations referred to in clauses (a) ----------- and (b) above being hereinafter called the "Obligations"). Guarantor further --- ----------- agrees to pay any and all reasonable costs and expenses (including reasonable fees and disbursements of counsel) that may be paid or incurred by any Beneficiary in collecting any Obligations and/or in preserving or enforcing any rights under this Guaranty or under the Obligations. The Guaranty is an unconditional and irrevocable guaranty of payment, performance and compliance and not of collectability, is in no way conditioned or contingent upon any attempt to collect Guaranty from or enforce performance or compliance by Lessee, and shall be binding upon and against Guarantor without regard to the validity or enforceability of the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document. If for any reason whatsoever Lessee shall fail or be unable duly, punctually and fully to pay such amounts as and when and as the same shall become due and payable or to perform or comply with any such obligation, covenant, term, condition or undertaking, Guarantor will immediately pay or cause to be paid such amounts to the Person or Persons entitled to receive the same (whether at stated maturity or by required or optional prepayment or by acceleration or otherwiseaccording to their respective interests) and (b) any other sums which may become due under the terms and provisions of the NotesOperative Documents, the Note Purchase Agreement as appropriate, or perform or comply with any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warrantyobligation, covenant, term term, condition or condition in, undertaking or cause the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement same to be performed or any other Finance Documentcomplied with, together with all expenses resulting interest on any amount due and owing from the compromise or defense date the same shall have become due and payable to the date of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementpayment.

Guaranty. Each (a) The Guarantor hereby irrevocablyirrevocably and unconditionally guarantees, unconditionally as primary obligor and jointly and severally with the other Guarantors guarantees to each Noteholdernot merely as surety, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) when the principal ofsame shall become due, Makewhether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of the Co-Whole Amount (if any)Borrower and all payment obligations of the Co-Borrower or the applicable Subsidiary of the Guarantor under Related Credit Arrangements, prepayment premium (if any) now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Related Credit Arrangements, and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of the Co-Borrower or such Subsidiary of the Guarantor or from time to time renew them after they have been satisfied. The Guarantor acknowledges that a portion of the Loans made to the Co-Borrower may be advanced for its benefit, that Letters of Credit issued to the Co-Borrower may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on (including, without limitation, interest accruing any portion of the Guarantied Obligations that accrues after the filing of any petition in bankruptcy, or the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or like arrangement of the Co-Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, whether such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of the Guarantor and the Administrative Agent that the Guarantied Obligations should be determined without regard to any rule of law or not order that may relieve the Co-Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by the Co-Borrower, the obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any of the Lender Group as a claim for post-filing preference, fraudulent transfer or post-petition interest is allowed in such proceeding)otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other amounts due underprovisions of this Section 1, upon the Notes failure of the Co-Borrower to pay any of the Guarantied Obligations when and as the same shall become due and payable (whether at stated maturity due, the Guarantor will upon demand pay, or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under cause to be paid, in cash, to the terms and provisions Administrative Agent for the ratable benefit of the NotesLender Group, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all an amount equal to such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event amounts that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementhave become due.

Guaranty. Each Subject to the subordination provisions of Section 4 of the Note Purchase Agreement, each Guarantor with all other Guarantors, hereby irrevocablyabsolutely, unconditionally and irrevocably, jointly and severally with the other Guarantors guarantees to each Noteholderholder of the Notes and its successors and assigns, the due full and punctual payment in full and performance when due, whether at stated maturity, by acceleration or otherwise, of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) at the applicable Redemption Price and interest on (including, without limitation, interest interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any insolvencybankruptcy, reorganization insolvency or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), similar proceeding relating to the Company) the Notes and any all other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms Note Purchase Agreement and provisions all other obligations, agreements and covenants of the Company now or hereafter existing under the Notes, the Note Purchase Agreement or any of the other Finance Document executed Loan Documents, whether for principal, at the applicable Redemption Price, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C. § 101 et seq., (the “Bankruptcy Code”)), indemnification payments, damages payable under the Loan Documents, expenses (including reasonable attorneys’ fees and expenses) or otherwise, and all reasonable costs and expenses, if any, actually incurred by any holder in connection therewith with enforcing any rights under this Guaranty (all such obligations described in clauses (a) and (b) above are herein called being the “Guaranteed Obligations”). The guaranty , and agrees to pay any and all reasonable expenses incurred by each holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein, in the preceding sentence Note or in the Note Purchase Agreement to the contrary, the maximum liability of each Guarantor hereunder and under the Notes and the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any amounts received in excess of such Guarantor’s Maximum Guaranteed Amount. If any such rebate or refund is ever required, all other Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not a guaranty of collectibility and is in no way conditional or contingent conditioned upon any attempt to collect from the Company Company, another Guarantor or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In Each Guarantor agrees that the event that Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders of the Notes hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail so or be unable duly, punctually and fully to pay any perform and (in the case of such the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor agrees will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to pay the same when due be paid such amounts to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kindholders, in lawful money of the United States of America, pursuant to at the requirements for payment place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with (in the case of the payment of Guaranteed Obligations), together with interest (in the amounts and to the extent required under such Notes and the Note Purchase Agreement. Each default ) on any amount due and owing, in payment each case subject to the provisions of any Section 4 of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees shall be entitled to pay assume that any person stated in this Guaranty as being entitled to make a demand and receive payment hereunder is so entitled and, in connection therewith, to indemnify rely on written communications received from such persons as being genuine and save having been duly authorized by all necessary legal action. All payments of principal at the applicable the Redemption Price, and interest on the Notes by a Guarantor hereunder shall be paid ratably (based on the outstanding principal amount of the Notes) to each Noteholder harmless from holder and against any damageall payments of fees, lossexpenses and other amounts shall be paid to such holder that incurred such fees, cost or expense (including the reasonable fees expenses and disbursements of any law firm or external counsel) which such Noteholder may incur or be other amounts, subject to as a consequenceany limitations set forth in the Loan Documents, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced subject to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect Section 4 of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and (a) Guarantors jointly and severally with the other Guarantors guarantees to each Noteholderirrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) when the principal ofsame shall become due, Make-Whole Amount whether at stated maturity, by acceleration, demand or otherwise (if anyincluding amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company under Lender Swap Agreements, prepayment premium (if any) now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Subsidiary Guarantor acknowledges that the Loans and Letters of Credit may benefit its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on (including, without limitation, interest accruing any portion of the Guarantied Obligations that accrues after the filing of any petition in bankruptcy, or the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or like arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, whether such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or not order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company or any Guarantor, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a claim for post-filing preference, fraudulent transfer or post-petition interest is allowed in such proceeding)otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other amounts due underprovisions of this Section 1, upon the Notes failure of Company to pay any of the Guarantied Obligations when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligationsdue, each Guarantor agrees will upon demand pay, or cause to pay be paid, in cash, to Guarantied Party for the same when due ratable benefit of Beneficiaries, an amount equal to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money aggregate of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementunpaid Guarantied Obligations.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the principal ofCollateral Agent, Make-Whole Amount (if any)for the benefit of the Noteholders, prepayment premium (if any) the punctual payment, as and interest on (when due and payable, by stated maturity or otherwise, of all Obligations of the Company from time to time owing by it in respect of the Securities Purchase Agreement, the Notes and the other Transaction Documents, including, without limitation, interest accruing all interest, make-whole and other amounts that accrues after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization Insolvency Proceeding of the Company or like proceedingany Guarantor, whether or not a claim for postthe payment of such interest, make-filing whole and/or other amounts are enforceable or post-petition interest is allowed are allowable in such proceeding)Insolvency Proceeding, and any all fees, interest, premiums, penalties, contract causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may to become due under the terms and provisions any of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith Transaction Documents (all such obligations described in clauses (a) and (b) above are herein called of the foregoing collectively being the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Collateral Agent in enforcing any rights under this Guaranty. Without limiting the generality of such Guaranteed Obligationsthe foregoing, each Guarantor agrees Guarantor’s liability hereunder shall extend to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any all amounts that constitute part of the Guaranteed Obligations shall give rise and would be owed by the Company to a separate cause of action hereunder the Collateral Agent or any Noteholder under the Securities Purchase Agreement and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with but for the Note Purchase Agreement may fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (but need notb) make reference Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Noteholder, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial or state law to the extent applicable to this Guaranty Agreementand the Guaranteed Obligations of each Guarantor hereunder. Each To effectuate the foregoing intention, the Collateral Agent, the Noteholders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, under this Guaranty Agreement, at any time shall be limited to the Notes, maximum amount as will result in the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense Guaranteed Obligations of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of Guarantor under this Guaranty Agreement, the Notes, the Note Purchase Agreement not constituting a fraudulent transfer or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementconveyance.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and (a) Guarantors jointly and severally with the other Guarantors guarantees to each Noteholderirrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) when the principal ofsame shall become due, Make-Whole Amount whether at stated maturity, by acceleration, demand or otherwise (if anyincluding amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company or any Subsidiary under Lender Swap Agreements, prepayment premium (if any) now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on (including, without limitation, interest accruing any portion of the Guarantied Obligations that accrues after the filing of any petition in bankruptcy, or the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or like arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, whether such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or not order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a claim for post-filing preference, fraudulent transfer or post-petition interest is allowed in such proceeding)otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other amounts due underprovisions of this Section 1, upon the Notes failure of Company to pay any of the Guarantied Obligations when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligationsdue, each Guarantor agrees will upon demand pay, or cause to pay be paid, in cash, to Guarantied Party for the same when due ratable benefit of Beneficiaries, an amount equal to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money aggregate of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementunpaid Guarantied Obligations.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Shelf Agreement or any other Finance Document executed in connection therewith instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Shelf Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Shelf Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, or the Note Purchase Agreement or any other Finance DocumentGuaranteed Obligations, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Shelf Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Shelf Agreement.

Guaranty. Each Guarantor hereby irrevocably, unconditionally TO: AEP Texas Central Company and jointly its successors and severally with the other Guarantors guarantees to each Noteholderassigns (collectively “Beneficiary”) FOR GOOD AND VALUABLE CONSIDERATION, the due receipt and punctual payment in full sufficiency of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)which are hereby acknowledged, and any other amounts due underto induce Beneficiary to enter into a Standard Generation Interconnection Agreement dated as of , the Notes when and as the same shall become may be amended from time to time (the “Agreement”), with [Generator name], a (“Debtor”), the undersigned , a (“Guarantor”), hereby irrevocably and unconditionally guarantees the due punctual and payable (whether at stated maturity full payment of any and all obligations of the Debtor to the Beneficiary now or by required hereafter due pursuant to the Agreement or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due pursuant to applicable law in connection with the activities of the parties under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty Upon any failure by the Debtor to pay any of the Guaranteed Obligations, the Guarantor agrees that it will forthwith on demand pay any amounts which the Debtor has failed to pay the Beneficiary, at the place and in the preceding sentence manner specified in the Agreement. This Guaranty is an absolute, present and continuing a guaranty of payment and not merely a guaranty of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other collection. The Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event agrees that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due Beneficiary may resort to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements Guarantor for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations, whether or not the Beneficiary shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Guaranteed Obligations. Guarantor reserves the right to assert defenses which the Debtor may have to payment of any Guaranteed Obligations shall give rise to a separate cause other than defenses based on lack of action hereunder capacity, lack of authorization, lack of due execution, illegality, or limitations of actions, or arising from the bankruptcy, insolvency, or similar proceeding of the Debtor and separate suits may be brought hereunder as each cause of action arisesother defenses expressly waived hereby. Each The Guarantor agrees that that, in the Notes issued in connection with event of the Note Purchase Agreement dissolution or bankruptcy of the Debtor, if such event shall occur at a time when any of the Guaranteed Obligations may (but need not) make reference to this Guaranty Agreement. Each not then be due and payable, the Guarantor agrees to will pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) Beneficiary forthwith the full amount which such Noteholder may incur or would be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or payable hereunder by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with Guarantor if all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document Guaranteed Obligations were then due and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under payable and in respect default. The obligations of the Notes Guarantor hereunder shall be unconditional and absolute and, without limiting the Note Purchase Agreement.generality of the foregoing, shall not be released, discharged or otherwise affected by:

Guaranty. (a) Each US Loan Guarantor hereby irrevocably, unconditionally and agrees that it is jointly and severally with the other Guarantors liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each Noteholderthe Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the due US Secured Obligations and punctual payment in full of (a) the principal all reasonable, documented out-of, Make-Whole Amount (if any), prepayment premium (if any) pocket costs and interest on (expenses including, without limitation, interest accruing after all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the filing Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the US Secured Obligations from, or in prosecuting any action against, the US Borrower, any US Loan Guarantor or any other guarantor of all or any part of the US Secured Obligations (such costs and expenses, together with the US Secured Obligations, collectively the “US Guaranteed Obligations”). Each US Loan Guarantor further agrees that the US Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any petition in bankruptcy, domestic or the commencement foreign branch or Affiliate of any insolvencyLender that extended any portion of the US Guaranteed Obligations. (b) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, reorganization or like proceedingand, whether or as primary obligor and not a claim for post-filing or post-petition interest is allowed in such proceeding)merely as surety, absolutely and any other amounts due underunconditionally guarantees to the Lenders the prompt payment when due, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by maturity, upon acceleration or otherwise, and at all times thereafter, of the Netherlands Secured Obligations and all reasonable, documented out-of-pocket costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and (b) expenses paid or incurred by the Administrative Agent and the Lenders in endeavoring to collect all or any other sums which may become due under the terms and provisions part of the NotesNetherlands Secured Obligations from, the Note Purchase Agreement or in prosecuting any action against, any Borrower, any Loan Guarantor or any other Finance Document executed in connection therewith guarantor of all or any part of the Netherlands Secured Obligations (all such obligations described in clauses (a) costs and (b) above are herein called expenses, together with the Netherlands Secured Obligations, collectively the “Netherlands Guaranteed Obligations” and together with the US Guaranteed Obligations, the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Each Loan Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor further agrees that the Notes issued Netherlands Guaranteed Obligations may be extended or renewed in connection with the Note Purchase Agreement whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost be enforced by or expense (including the reasonable fees and disbursements on behalf of any law firm domestic or external counsel) which such Noteholder may incur foreign branch or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company Affiliate of any warranty, covenant, term or condition in, or the occurrence of Lender that extended any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect portion of the Notes and the Note Purchase AgreementNetherlands Guaranteed Obligations.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) The Guarantor unconditionally and irrevocably guarantees (the principal of“Guaranty”) in favour of the Sellers (the “Guaranteed Parties”) the full and punctual performance by the Buyers of each and every covenant and agreement of each of the Buyers pursuant to this Agreement and pursuant to any of the Transaction Documents to which such Buyer is a party, Make-Whole Amount including the payment of the Purchase Price and other amounts under Article II and any payments for indemnification under Article IX (if anythe “Guaranteed Obligations”), prepayment premium (if any) and interest on (including, without limitation, interest accruing after . Upon the filing failure of any petition in bankruptcy, or the commencement of Buyer to pay any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes by it under Article II or Article IX when and as the same shall become due due, Guarantor hereby promises to pay, and payable (whether at stated maturity or shall upon receipt of written demand by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the NotesSellers forthwith pay, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all to Sellers such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, amounts in lawful money of the United States of America, pursuant States. Sellers shall only deliver such written demand to the requirements for payment specified in the Notes Guarantor, and the Note Purchase Agreement. Each default in payment of any such written demand shall only be effective, upon failure or refusal by any Buyer punctually to pay or perform any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection accordance with the Note Purchase Agreement may (but need not) make reference to terms of this Guaranty Agreement. Each The Guaranty is a guarantee of payment when due and not of collection. (b) To the fullest extent permitted by Law, the Guarantor agrees to pay hereby expressly waives any and to indemnify and save each Noteholder harmless from and against any damage, loss, cost all rights or expense (including the reasonable fees and disbursements defenses arising by reason of any law firm which would otherwise require any election of remedies by the Guaranteed Parties. The Guarantor waives promptness, diligence, notice of acceptance of this Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (except for notices to be provided to the Buyers and the Guarantor in accordance with Section 10.1), all defenses which may be available by virtue of any stay, moratorium law or external counsel) which other similar law now or hereafter in effect, any right to require the marshalling of assets of the Buyers or any other person interested in the transactions contemplated by this Agreement and the Transaction Documents. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from consummation of the transactions contemplated by this Agreement and the Transaction Documents and that the waivers set forth in this Section 5.16 are knowingly made in contemplation of such Noteholder may incur or benefits. The obligations of the Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise (other than defense of payment or performance). (c) Nothing contained in this Guaranty (including, for greater certainty, in Section 5.16(b) above) shall constitute or be construed as a consequence, direct waiver or indirect, of (x) any breach by such Guarantor, by any other Guarantor or release by the Company of any warrantyGuarantor of, covenant, term or condition in, or and the occurrence of any default under, this Guaranty AgreementGuarantor shall be entitled to the full benefit of, the Notesdefenses, the Note Purchase Agreement or rights and remedies that would have been available to any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and Buyer in respect of the Notes Guaranteed Obligations as if any demand hereunder had been made by the Sellers upon such Buyer directly and without reference to this Guaranty, including all equities that exist between each Buyer and the Note Purchase AgreementSellers in respect of the Guaranteed Obligations. Additionally, any demand made by the Sellers upon the Guarantor hereunder shall be subject to all limitations and exclusions of liability under the terms of this Agreement then available to any of the Buyers in respect of the Guaranteed Obligations.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) The Guarantor hereby absolutely and unconditionally -------- guarantees, the principal offull and timely payment when due, Make-Whole Amount whether at stated maturity, by acceleration or otherwise, of all obligations of the Borrower now or hereafter existing under this Agreement or any of the Security Instruments, whether for principal, interest, fees, expenses or otherwise. The Guarantor further agrees to pay any and all expenses (if any)including without limitation reasonable attorneys' fees and expenses) incurred by the Bank in enforcing or protecting its rights against the Guarantor under this Agreement or any of the Security Instruments. (b) This is a guaranty of payment and not of collection, prepayment premium (if any) and interest on (includingthe Guarantor expressly waives any right to require that any action be brought against the Borrower or any other guarantor or to require that resort be had to any security, without limitationwhether held by or available to the Bank or to any other guaranty. If the Borrower shall default in payment of the principal, interest accruing after the filing of any petition in bankruptcyinterest, or the commencement of any insolvency, reorganization fees on or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes amount payable hereunder when and as the same shall become due and payable (due, whether at stated maturity or by required or optional prepayment or by acceleration acceleration, call for prepayment, or otherwise) and (b) , or upon the occurrence of any other sums which may become due under the terms and provisions Event of the NotesDefault hereunder, the Note Purchase Agreement Guarantor, upon demand by the Bank or any other Finance Document executed its successors or assigns, will promptly and fully make such payments. All payments by the Guarantor shall be made in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional immediately available coin or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money currency of the United States of America, pursuant to America which on the requirements respective dates of payment thereof is legal tender for the payment specified in the Notes of public and the Note Purchase Agreementprivate debts. Each default in payment of the principal, interest, fees or any other amount payable hereunder, or the occurrence of the Guaranteed Obligations any other Event of Default hereunder, shall give rise to a separate cause of action hereunder hereunder, and separate suits may be brought hereunder as each cause of action arises. Each The Bank, or its successors or assigns, in its sole discretion, shall have the right to proceed first and directly against the Guarantor agrees and its successors and assigns. (c) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the obligations of the Borrower under this Agreement or any requirement that the Notes issued in connection with Bank protect, secure, perfect or insure any security interest or lien or any property subject hereto or to the Note Purchase Agreement Security Instruments or exhaust any right or take any action against the Borrower or any other Person. (d) The Guarantor will not exercise any rights that it may (but need not) make reference to acquire by way of subrogation under this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other payment made hereunder or otherwise, until all the obligations of the Borrower shall have been paid or performed in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all the obligations of the Borrower hereunder shall not have been paid or performed in full, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited and applied upon the obligations of the Borrower hereunder, whether matured or unmatured, in accordance with the terms hereof. (e) This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the obligations of the Borrower hereunder is rescinded or is otherwise returned by the Company of any warrantyBank upon the insolvency, covenant, term bankruptcy or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect reorganization of the Notes and the Note Purchase AgreementBorrower or otherwise, all as though such payment had not been made.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees The Guaranty or any provision thereof shall cease to each Noteholder, the due and punctual payment be in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcyforce or effect, or the commencement Guarantor or any Person acting by or on behalf of the Guarantor shall deny or disaffirm the Guarantor's obligations under the Guaranty or the Guarantor shall default in the due performance or observance of any insolvencyterm, reorganization covenant or like proceeding, whether agreement on its part to be performed or not a claim for post-filing or post-petition interest is allowed in such proceeding)observed pursuant to the Guaranty; then, and in any other amounts due undersuch event, and at any time thereafter, if any Event of Default shall then be continuing, any Senior Managing Agent shall, upon the written request of the Required Banks, by written notice to Holdings and the Borrower, take any or all of the following actions, without prejudice to the rights of any Senior Managing Agent or any Bank to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (provided that if an Event of Default specified in Section 9.05 shall occur with respect to the Borrower, the Notes when result which would occur upon the giving of written notice by any Senior Managing Agent as specified in clauses (i) and as (ii) below shall occur automatically without the same giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Bank shall forthwith terminate immediately and any Facility Fee and Utilization Fee theretofore accrued shall forthwith become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) without any other notice of any kind and (bii) declare the principal of and any other sums which may become due under the terms accrued interest in respect of all Loans and provisions of the Notesall Obligations owing hereunder and thereunder to be, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay whereupon the same when shall become, forthwith due to the Noteholders entitled theretoand payable without presentment, without demand, presentment, protest or other notice of any kind, all of which are hereby waived by Holdings and the Borrower. Notwithstanding anything contained in lawful money the foregoing paragraph, if at any time within 60 days after an acceleration of the United States of America, Loans pursuant to the requirements for payment preceding paragraph, the Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than non-payment of the Notes principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 12.11, then Non-Defaulting Banks holding at least 66-2/3% of the Adjusted Total Commitment (which Banks shall include in any event the Majority SMA), by written notice to Holdings and the Note Purchase AgreementBorrower, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Default or impair any right consequent thereon. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the The provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with paragraph are intended merely to bind the other Guarantors and any other Person(s) who Banks to a decision which may guarantee be made at the obligations and Indebtedness under and in respect election of the Notes aforesaid percentage of the Banks and are not intended to benefit the Note Purchase AgreementBorrower and do not grant the Borrower the right to require the Banks to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

Guaranty. Each Subject only to Section 9 hereof, the Guarantor hereby irrevocablyguarantees to the Lenders and the Administrative Agent, absolutely, unconditionally and jointly irrevocably, and severally with the other Guarantors guarantees without limitation as to each Noteholderamount, the full and prompt performance and payment when due (whether at a stated maturity or earlier by reason of acceleration or otherwise) of all Loans, LC Exposure and punctual payment all other Obligations (as each such term is defined in full of (a) the principal of, Make-Whole Amount (if anyCredit Agreement), prepayment premium (if any) and interest on (including, without limitation, principal, interest accruing after and fees, and all other liabilities and obligations now or hereafter owing by the Borrower to the Lenders under the Credit Agreement, the Notes and other relevant Loan Documents, including, without limitation, indemnities, reasonable attorneys’ fees, filing and recording costs, out-of-pocket expenses, collection costs and other amounts payable under the Loan Documents, including any such liabilities, indebtedness or obligations incurred or accrued during the pendency of any petition in bankruptcy, or the commencement of any insolvency, reorganization receivership or like other similar proceeding, whether or not a claim for post-filing allowed or post-petition interest is allowed allowable in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable proceeding (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions all of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such foregoing liabilities and obligations described in clauses (a) and (b) above are herein called being hereinafter collectively referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) Borrower or upon any other actionevent, occurrence contingency or circumstance whatsoever. In If for any reason whatsoever the event that the Company Borrower shall fail so or be unable duly, punctually and fully to pay any of such Guaranteed Obligations, each Guarantor agrees to pay amounts as and when the same when shall become due to and payable, the Noteholders entitled theretoGuarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Administrative Agent under the terms of the Credit Agreement, any Note or other relevant Loan Document, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the Notes and the Note Purchase Credit Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection , or perform or comply with the Note Purchase Agreement may same or cause the same to be performed or complied with, together with interest (but need notto the extent provided for under the Credit Agreement) make reference on any amount due and owing from the Borrower. The Guarantor, promptly after demand, will pay to the Administrative Agent the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damageGuaranty, lossincluding, cost or expense (including without limitation, the reasonable fees and disbursements expenses of counsel. Notwithstanding the foregoing, the right of recovery against the Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any law firm or external counsel) state law, in which case such Noteholder may incur or Guarantor shall be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, liable under this Guaranty Agreement, only for amounts aggregating up to the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees largest amount that would not render such Guarantor’s liability obligations hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness subject to avoidance under and in respect Section 548 of the Notes and the Note Purchase AgreementUnited States Bankruptcy Code or any comparable provisions of any state law.

Guaranty. Each The Guarantor hereby irrevocably, irrevocably and unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Purchase Agreement, the Collateral Agreement or any other Finance Note Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any or other Guarantor hereunder) Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each the Guarantor agrees to pay the same when due to the Noteholders Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes Notes, the Note Agreement, the Collateral Agreement and the other Note Purchase AgreementDocuments. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each The Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each The Guarantor hereby acknowledges and agrees that such the Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and Notes, the Note Purchase AgreementAgreement and other Note Documents.

Guaranty. (a) Each Guarantor hereby irrevocablywho accedes to this Agreement as a Guarantor after the date hereof, hereby, jointly and severally, unconditionally and jointly irrevocably (until the Outstanding Amount has been paid in full), guarantees to the Lender, the payment and severally performance of the Outstanding Amount by the Borrower when due. This guaranty is a guaranty of the Outstanding Amount and not a guaranty of collection. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees that each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Lender’s exercise or enforcement of any remedy it or they may have against the Borrower, any other Guarantor, or all or any portion of the Collateral, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Lender in accordance with the other Guarantors guarantees to each Noteholder, terms thereof except as otherwise provided in the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedingLoan Documents. Each Lender, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)party hereto, will be deemed, by its acceptance of the benefits of the Collateral and any other amounts due underof the guarantees of the Outstanding Amount provided by the Guarantors under this Agreement, to have agreed to the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and foregoing provisions. (b) Notwithstanding anything herein or in any other sums which may become due Loan Document to the contrary, the maximum liability of each Guarantor hereunder and under the terms other Loan Documents shall not exceed the amount which can be guaranteed by such Guarantor under applicable federal and provisions state laws relating to the insolvency of the Notes, the Note Purchase Agreement debtors or any other Finance Document executed in connection therewith applicable laws relating to corporate law, fraudulent conveyance or fraudulent transfers. (all such obligations described in clauses (ac) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that its obligations may at any time and from time to time exceed the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect amount of the Notes liability of such Guarantor hereunder without impairing the guaranty contained in this Section 1 or affecting the rights and remedies of the Note Purchase AgreementLender hereunder. (d) The guaranty contained in this Section 1 shall remain in full force and effect until the Outstanding Amount has been paid in full.

Guaranty. (a) Each Guarantor hereby irrevocably, unconditionally and jointly irrevocably guarantees to the Guaranteed Parties, and severally their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Guaranteed Parties under or in connection with the other Guarantors guarantees to each NoteholderCredit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and punctual payment all other amounts payable by the Borrower to the Guaranteed Parties thereunder or in full connection therewith, provided that no demand shall be made under this Guaranty unless (i) an Event of Default has occurred and is continuing and (aii) unless such Event of Default is an Event of Default specified in Section 8.01(f) of the principal ofCredit Agreement with respect to the Borrower, Make-Whole Amount a demand shall first have been made on the Borrower to pay the outstanding obligations and either (if any)x) such demand shall not have been satisfied or (y) such Event of Default shall not have been cured, prepayment premium (if any) in each case, within three Business Days after the making of such demand. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest on that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty, shall hereinafter be collectively referred to as the “Guaranteed Obligations”. Each Guarantor agrees to pay any and all expenses (including, without limitation, interest accruing after reasonable fees and expenses of counsel) incurred by the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement Administrative Agent or any other Finance Document executed Guaranteed Party in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon enforcing any attempt to collect from the Company rights under this Guaranty or any other guarantor Loan Document. Without limiting the generality of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligationsforegoing, each Guarantor agrees Guarantor’s liability shall extend to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any all amounts that constitute part of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may would be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or owed by the Company of Borrower to any warranty, covenant, term Guaranteed Party under or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and Loan Documents but for the Note Purchase Agreementfact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower.

Guaranty. Each Guarantor (a) Tri-State hereby irrevocablyirrevocably and unconditionally guarantees, unconditionally as a guaranty of payment and jointly performance and severally with the other Guarantors guarantees to each Noteholdernot merely as a guaranty of collection, (i) the due and punctual payment in full when due of (a) any and all of the principal ofcommission payments due hereunder by Integrated, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)Carryover Commissions, and any other amounts due under, (ii) the Notes when and as the same shall become due and payable (whether at stated maturity or punctual payment when due in accordance with the Asset Purchase Agreement of the commission payments outstanding under the Original Commission Agreement and assumed by required or optional prepayment or by acceleration or otherwise) Integrated pursuant to the Asset Purchase Agreement. Tri-State acknowledges and agrees that its obligations hereunder are absolute, unconditional and irrevocable, that this is a continuing guarantee of payment, and that this guarantee shall remain in full force and effect and be binding upon Tri-State, and its respective successors and assigns until the indefeasible payment and satisfaction in full of the obligations guaranteed hereby. (b) any other sums which may become due under the terms Tri-State hereby waives presentment to, demand of payment from and provisions protest to Integrated of the Notescommission payments and all other monetary obligations of Integrated to Xxxxxxxxx under this Agreement and the Asset Purchase Agreement, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)also waives notice of acceptance of its guaranty and notice of protest for nonpayment. The guaranty in obligations of Tri-State hereunder shall not be affected by the preceding sentence is an absolute, present and continuing guaranty failure of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes Companies and/or Xxxxxxxxx to assert any claim or demand or to enforce any right or remedy against Integrated or Tri-State. (c) The obligations of Tri-State hereunder shall not be subject to any limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, 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 commission payments and all other Guarantor hereunder) monetary obligations of Integrated or upon otherwise. Without limiting the generality of the foregoing, the obligations of Tri-State hereunder shall not be discharged or impaired or otherwise affected by the failure of Xxxxxxxxx to assert any claim or demand or to enforce any remedy under this Agreement or the Asset Purchase Agreement, or any guaranty or any other actionagreement, occurrence by any waiver or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice modification of any kindprovision thereof, by any default, failure or delay, willful or otherwise, in lawful money the performance of any obligations, or by any other act or omission which may or might otherwise in any manner or to any extent vary the United States risk or reduce or extinguish the liability of AmericaTri-State or otherwise operate as a discharge of Tri-State as a matter of law or equity. (d) Tri-State hereby waives and releases in favor of Xxxxxxxxx all rights of subrogation against or in respect of Integrated and all rights of indemnification, contribution and reimbursement from Integrated and its property, in each case in connection with this guaranty and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise until such time as the requirements for payment specified in the Notes commission payments and all other monetary obligations of Integrated to Xxxxxxxxx under this Agreement and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Asset Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementhave been fully paid.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) Guarantor hereby absolutely, irrevocably and unconditionally guarantees the principal ofpunctual payment and performance when due of all obligations of Obligor now or hereafter existing under the Agreement (collectively, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding"Guaranteed Obligations"), and agrees to pay any other amounts due underand all costs incurred by Counterparty in enforcing or attempting to enforce any rights under this Guaranty. This is a guaranty of payment and performance, not of collection. For purposes hereof, the Notes phrase “when and as due” shall include when any such obligations of Obligor under the same shall become Agreement would be due and payable (or are required to be performed, whether at stated maturity or by required or optional prepayment or maturity, upon demand, by acceleration or otherwise) and , in accordance with the Agreement without giving effect to any stay, injunction or similar action resulting from a bankruptcy or similar proceeding or any order of any event or governmental entity affecting Obligor, such maturity, demand or acceleration being deemed to have occurred upon, the taking effect of such stay, injunction or similar action. (b) In the event Obligor shall fail to pay any other sums which may become due amount owed to the Counterparty under the terms and provisions Agreement, Guarantor shall, upon written demand from Counterparty of such failure, pay or cause to be paid the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith amount owed within ten (all 10) business days of receipt of such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoevernotice. In the event that payment is not made in accordance with the Company foregoing sentence, the amount owed shall fail so to pay any bear interest from the date of such Guaranteed Obligations, each Guarantor agrees to pay the same when due demand until receipt of such payment at a rate per annum equal to the Noteholders entitled theretoPrime Rate, without demandaccruing monthly. (c) Notwithstanding anything to the contrary herein, presentment, protest Guarantor’s aggregate obligation to Counterparty hereunder is limited to [________] U.S Dollars ($___) (the “Maximum Guaranteed Amount”) (it being understood for purposes of calculating the Maximum Guaranteed Amount of Guarantor hereunder that any payment by Guarantor either directly or notice of any kind, in lawful money of the United States of Americaindirectly to Counterparty, pursuant to a demand made upon Guarantor by Counterparty or otherwise made by Guarantor pursuant to its obligations under this Guaranty including any indemnification obligations, shall reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis), plus costs and expenses incurred by Guaranteed party in enforcing this Guaranty. EXCEPT AS EXPRESSLY PAYABLE BY OBLIGOR PURSUANT TO THE AGREEMENT, IN NO EVENT SHALL GUARANTOR BE SUBJECT TO ANY CONSEQUENTIAL, EXEMPLARY, EQUITABLE, LOSS OF PROFITS PUNITIVE OR TORT DAMAGES. (d) Guarantor guarantees that the requirements for payment specified obligations of Guarantor under this Guaranty are independent of the obligations of Obligor under the Agreement, and a separate action or actions may be brought against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Obligor or whether Obligor is joined in any such action or actions. Subject to the Notes above notice requirement, Counterparty shall have the right to proceed first and the Note Purchase Agreement. Each default directly against Guarantor under this Guaranty without first proceeding against Obligor or exhausting any other remedies which it may have. (e) If any amount paid by Obligor in payment of any respect of the Guaranteed Obligations shall give rise is required to be repaid by Counterparty pursuant to a separate cause of action court order in any bankruptcy or similar Legal Proceeding, Guarantor’s Obligations hereunder shall be restored as if such payment by Obligor had never been made, and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that Guarantor, to the Notes issued in connection with extent permitted by applicable law or order, waives the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements benefit of any law firm or external counselstatute of limitations affecting the enforceability of this provision of the Guaranty. (f) which This Guaranty shall terminate upon the date that all of the Guaranteed Obligations are indefeasibly discharged. It is understood and agreed, however, that notwithstanding any such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default undertermination, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together shall continue in full force and effect with respect to all expenses resulting from the compromise or defense of any claims or liabilities Guaranteed Obligations arising as a result of any prior to such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementtermination.

Guaranty. Each Guarantor hereby irrevocably, irrevocably and unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, Holder the due and punctual payment in full of all of the following (the “Guaranteed Obligations”): (a) the all Revolver Obligations, including all principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due underunder or pursuant to, the Notes Loan Agreement and/or Revolver Note when and as the same shall become due and payable (whether at stated maturity or maturity, by required or optional prepayment or prepayment, by acceleration or otherwise) ); and (b) any all fees, expenses, indemnities and other sums which may become due to the Holder or Collateral Agent under or pursuant to the terms and provisions of the NotesRevolver Note, the Note Purchase Loan Agreement, Agency Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (aRevolver Document. The Guarantor’s liability hereunder is joint and several with any other Person(s) and (b) above are herein called the “who may guarantee any Guaranteed Obligations”). The guaranty in the preceding sentence paragraph is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon on any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, Obligor any other Guarantor hereunder) Guaranteed Obligations or upon on any other action, occurrence or circumstance whatsoever. In the event that If the Company shall fail so fails to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders Collateral Agent and/or Holder entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreementrelevant Revolver Documents. Each default in payment of any of the Guaranteed Obligations shall will give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Revolver Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.. Notwithstanding the foregoing provisions or any other provision of this Subsidiary Guaranty Agreement, each Subsidiary Guarantor hereby agrees that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Subsidiary Guarantor, then this Subsidiary Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any Subsidiary Guarantor or any holder and shall be deemed to have been automatically consented to by each Subsidiary Guarantor and each

Guaranty. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (Modified Make-Whole Amount, if any) , and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company Obligors or any other guarantor of the Notes (including, without limitation, any other Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of Americacurrency in which such Guaranteed Obligations are payable under the Note Agreement, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company Obligors of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. (a) Each Guarantor jointly and severally hereby irrevocablyfully, unconditionally and jointly irrevocably guarantees, as primary obligor and severally with the other Guarantors guarantees not merely as surety, to each Noteholder, Holder the due full and punctual payment in full when due, whether at maturity, by acceleration, by redemption or otherwise, of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, including any interest accruing after the filing commencement of any petition proceeding in bankruptcy, or bankruptcy and any additional interest that would accrue but for the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Notes and all other obligations of the Issuer under the Note Purchase Agreement (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by applicable law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Guaranty notwithstanding any extension or renewal of any Obligation. (b) To the extent that any Guarantor shall make a payment hereunder (a “Payment”) which, taking into account all other Payments previously or concurrently made by any of the other Guarantors, exceeds the amount which such Guarantor would otherwise have paid if each Guarantor had paid the aggregate obligations satisfied by such Payment in the same proportion as such Guarantor’s “Allocable Amount” (as hereinafter defined) in effect immediately prior to such Payment bore to the Aggregate Allocable Amount (as hereinafter defined) of all of the Guarantors in effect immediately prior to the making of such Payment, then such Guarantor shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Payment; provided that each Guarantor covenants and agrees that such right of contribution and indemnification and any and all claims of such Guarantor against any other amounts due underGuarantor, any endorser or against any of their property shall be junior and subordinate in right of payment to the prior indefeasible final payment in cash in full of all of the Notes and satisfaction by the Issuer of its obligations under the Note Purchase Agreement and by the Guarantors of their obligations under this Guaranty and the Guarantors shall not take any action to enforce such right of contribution and indemnification, and the Guarantors shall not accept any payment in respect of such right of contribution and indemnification, until all of the Notes and all amounts payable by the Guarantors hereunder have indefeasibly been finally paid in cash in full and all of the obligations of the Issuer under the Note Purchase Agreement and of the Guarantors under this Guaranty have been satisfied As of any date of determination, (1) the “Allocable Amount” of any Guarantor shall be equal to the maximum amount which could then be claimed by the Holders under this Guaranty without rendering such claim voidable or avoidable under Xxxxxxx 000 xx Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (11 U.S.C. Sec. 101 et. seq.) or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law; and (2) the “Aggregate Allocable Amount” shall be equal to the sum of each Guarantor’s Allocable Amount. Back to Contents This clause (b) is intended only to define the relative rights of the Guarantors, and nothing set forth in this clause (b) is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts to the Holders as and when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arisesaccordance herewith. Each Guarantor agrees acknowledges that the Notes issued rights of contribution and indemnification hereunder shall constitute an asset in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements favor of any law firm or external counsel) Guarantor to which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document contribution and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder indemnification is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementowing.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and (a) The Guarantors jointly and severally with the other Guarantors guarantees to each Noteholderseverally, irrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) when the principal ofsame shall become due, Make-Whole Amount whether at stated maturity, by acceleration, demand or otherwise (if anyincluding amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of Company and all payment obligations of Company or the applicable Subsidiary of Company under Related Credit Arrangements, prepayment premium (if any) now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Related Credit Arrangements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or such Subsidiary of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be advanced for its benefit, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on (including, without limitation, interest accruing any portion of the Guarantied Obligations that accrues after the filing of any petition in bankruptcy, or the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or like arrangement of either Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, whether such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and the Administrative Agent that the Guarantied Obligations should be determined without regard to any rule of law or not order that may relieve either Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by either Borrower, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any Secured Party as a claim for post-filing preference, fraudulent transfer or post-petition interest is allowed in such proceeding)otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other amounts due underprovisions of this Section 1, upon the Notes failure of either Borrower to pay any of the Guarantied Obligations when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligationsdue, each Guarantor agrees will upon demand pay, or cause to pay the same when due be paid, in cash, to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money Administrative Agent for the ratable benefit of the United States of AmericaSecured Parties, pursuant an amount equal to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees such amounts that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementhave become due.

Guaranty. Each Guarantor In order to induce the Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements, Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements, Holdings hereby irrevocablyagrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations to the Guaranteed Creditors. If any or all of the Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and jointly and severally with irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guarantors guarantees to each NoteholderGuaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the due Administrative Agent and punctual payment the other Guaranteed Creditors in full collecting any of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any petition in bankruptcy, amount or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default received in payment or on account of any of the Guaranteed Obligations shall give rise to a separate cause and any of action hereunder and separate suits may be brought hereunder as each cause the aforesaid payees repays all or part of action arises. Each Guarantor agrees that the Notes issued in connection said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense such claimant (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors Borrowers and any other Person(s) who may guarantee the obligations and Indebtedness under Guaranteed Party), then and in respect such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of any Guaranteed Party, and Holdings shall be and remain liable to the Notes and aforesaid payees hereunder for the Note Purchase Agreementamount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. (a) Each Guarantor hereby irrevocablyof the FNIS Guarantors hereby, jointly and severally, unconditionally and jointly and severally with the other Guarantors irrevocably, guarantees to each Noteholderthe Administrative Agent, for the ratable benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or maturity, by acceleration or otherwise) and of the Borrower Obligations. (b) Anything herein or in any other sums which may become due Loan Document to the contrary notwithstanding, the maximum liability of each FNIS Guarantor hereunder and under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is Loan Documents shall in no way conditional or contingent upon any attempt to collect from event exceed the Company or any other guarantor of the Notes (including, without limitation, any other amount which can be guaranteed by such FNIS Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due under applicable federal and state laws relating to the Noteholders entitled thereto, without demand, presentment, protest or notice insolvency of any kind, in lawful money of the United States of America, pursuant debtors (after giving effect to the requirements for payment specified right of contribution established in the Notes and the Note Purchase Agreement. Section 3). (c) Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each FNIS Guarantor agrees that the Notes issued Borrower Obligations may at any time and from time to time exceed the amount of the liability of such FNIS Guarantor hereunder without impairing the guarantee contained herein or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) This Guaranty shall remain in connection full force and effect until (i) the Commitments have been terminated and (ii) all the Borrower Obligations (other than contingent indemnity obligations with respect to unasserted claims) and the Note Purchase Agreement may Guarantor Obligations under the guarantee contained herein shall have been satisfied by payment in full and no Letter of Credit shall be outstanding (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm have been cash collateralized or external counsel) which such Noteholder may incur or be otherwise subject to as a consequencearrangements reasonably acceptable to the Administrative Agent), direct or indirectnotwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of (x) any breach by such Guarantorthe Guarantors, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement guarantor or any other Finance Document, together with all expenses resulting Person or received or collected by the Administrative Agent or any Lender from the compromise or defense Borrower, any of the Guarantors, any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement other guarantor or any other Finance Document and Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any FNIS Guarantor hereunder which shall, notwithstanding any such payment (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each other than any payment made by such FNIS Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes Borrower Obligations or any payment received or collected from such FNIS Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such FNIS Guarantor hereunder until the Commitments have been terminated and the Note Purchase AgreementBorrower Obligations (other than, in each case, indemnities and other contingent obligations not then due and payable) are paid in full and no Letter of Credit shall be outstanding (or have been cash collateralized or otherwise subject to arrangements reasonably acceptable to the Administrative Agent).

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) the principal ofGuarantor hereby absolutely and unconditionally guarantees, Make-Whole Amount the full and timely payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of the Borrower now or hereafter existing under this Agreement or any of the Security Instruments, whether for principal, interest, fees, expenses or otherwise. The Guarantor further agrees to pay any and all expenses (if any)including without limitation reasonable attorneys ‘ fees and expenses) incurred by the Bank in enforcing or protecting its rights against the Guarantor under this Agreement or any of the Security Instruments. (b) This is a guaranty of payment and not of collection, prepayment premium (if any) and interest on (includingthe Guarantor expressly waives any right to require that any action be brought against the Borrower or any other guarantor or to require that resort be had to any security, without limitationwhether held by or available to the Bank or to any other guaranty. If the Borrower shall default in payment of the principal, interest accruing after the filing of any petition in bankruptcyinterest, or the commencement of any insolvency, reorganization fees on or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes amount payable hereunder when and as the same shall become due and payable (due, whether at stated maturity or by required or optional prepayment or by acceleration acceleration, call for prepayment, or otherwise) and (b) , or upon the occurrence of any other sums which may become due under the terms and provisions Event of the NotesDefault hereunder, the Note Purchase Agreement Guarantor, upon demand by the Bank or any other Finance Document executed its successors or assigns, will promptly and fully make such payments. All payments by the Guarantor shall be made in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional immediately available coin or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money currency of the United States of America, pursuant to America which on the requirements respective dates of payment thereof is legal tender for the payment specified in the Notes of public and the Note Purchase Agreementprivate debts. Each default in payment of the principal, interest, fees or any other amount payable hereunder, or the occurrence of the Guaranteed Obligations any other Event of Default hereunder, shall give rise to a separate cause of action hereunder hereunder, and separate suits may be brought hereunder as each cause of action arises. Each The Bank, or its successors or assigns, in its sole discretion, shall have the right to proceed first and directly against the Guarantor agrees and its successors and assigns. (c) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the obligations of the Borrower under this Agreement or any requirement that the Notes issued in connection with Bank protect, secure, perfect or insure any security interest or lien or any property subject hereto or to the Note Purchase Agreement Security Instruments or exhaust any right or take any action against the Borrower or any other Person. (d) The Guarantor will not exercise any rights that it may (but need not) make reference to acquire by way of subrogation under this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other payment made hereunder or otherwise, until all the obligations of the Borrower shall have been paid or performed in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all the obligations of the Borrower hereunder shall not have been paid or performed in full, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited and applied upon the obligations of the Borrower hereunder, whether matured or unmatured, in accordance with the terms hereof. (e) This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the obligations of the Borrower hereunder is rescinded or is otherwise returned by the Company of any warrantyBank upon the insolvency, covenant, term bankruptcy or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect reorganization of the Notes and the Note Purchase AgreementBorrower or otherwise, all as though such payment had not been made.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Yield Maintenance Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Shelf Agreement or any other Finance Document executed in connection therewith instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Shelf Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Shelf Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Shelf Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Shelf Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Shelf Agreement.

Guaranty. Each (a) In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Permitted Hedging Arrangements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Term Loans, and the entering into of such Interest Rate Protection Agreements and Permitted Hedging Arrangements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guarantor hereby irrevocablyObligations of the Borrowers to the Guaranteed Creditors. If any or all of the Guarantor Obligations of the Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and jointly and severally with irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guarantors guarantees to each NoteholderGuaranteed Creditors on demand, together with any and all expenses which may be incurred by the due Administrative Agent and punctual payment the other Guaranteed Creditors in full collecting any of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing Guarantor Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any petition in bankruptcy, amount or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default received in payment or on account of any of the Guaranteed Guarantor Obligations shall give rise to a separate cause and any of action hereunder and separate suits may be brought hereunder as each cause the aforesaid payees repays all or part of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may said amount by reason of (but need noti) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damagejudgment, loss, cost decree or expense (including the reasonable fees and disbursements order of any law firm court or external counsel) which administrative body having jurisdiction over such Noteholder may incur payee or be subject to as a consequence, direct any of its property or indirect, of (xii) any breach by such Guarantor, by any other Guarantor settlement or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach claim effected by such payee with any such claimant (including any Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or defaultcompromise shall, to the fullest extent permitted by law, be binding upon Holdings, notwithstanding any revocation of the guarantee contained in this Section 11 or other instrument evidencing any liability of any Borrower, and Holdings shall, to the fullest extent permitted by law, be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. (yb) The guarantee contained in this Section 11 shall remain in full force and effect until the first date on which all the Term Loans, the obligations of Holdings under the guarantee contained in this Section 11 then due and owing shall have been satisfied by payment in full in cash and any legal action commenced Term Loan Commitment shall have been terminated, notwithstanding that from time to challenge time during the validity or enforceability term of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and Borrowers may be free from any obligations under the Note Purchase AgreementLoan Documents.

Guaranty. a. Each Guarantor hereby irrevocablyPerson executing this Note as a guarantor (individually, a “Guarantor” and collectively, the “Guarantors”) irrevocably and unconditionally and guarantees to Payee, jointly and severally with the other Guarantors guarantees to each NoteholderGuarantors, the due and punctual payment of the Note and performance of the obligations under this Note (the “Note Obligations”). Each Guarantor further agrees that the Note Obligations may be extended or renewed, in full of (a) the principal ofwhole or in part, Make-Whole Amount (if any), prepayment premium (if any) and interest on (includingor amended or modified, without limitationnotice to or further assent from it, interest accruing after the filing and that it will remain bound by its guarantee hereunder notwithstanding any such extension or renewal, or amendment or modification, of any petition in bankruptcyof the Note Obligations. Each Guarantor waives presentment to, demand of payment from and protest to Payor or the commencement any other Guarantor of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)of the Note Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. In furtherance of the foregoing and not in limitation of any other amounts due underright that Payee has at law or in equity against any Guarantor by virtue hereof, upon the Notes failure of Payor or any Guarantor to pay any Note Obligation when and as the same shall become due and payable (due, whether at stated maturity or maturity, by required or optional acceleration, after notice of prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor hereby promises to and will forthwith pay, or cause to be paid to Payee, in cash the amount of such unpaid Note Obligation. b. Each Guarantor further agrees to pay the same that its guarantee hereunder constitutes a guarantee of payment when due to (whether or not any bankruptcy or similar proceeding shall have stayed the Noteholders entitled thereto, without demand, presentment, protest or notice accrual of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment collection of any of the Guaranteed Note Obligations shall give rise to or operated as a separate cause discharge thereof) and not merely of action hereunder and separate suits may be brought hereunder as each cause of action arisescollection. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all of the Notes issued Note Obligations, whether currently existing or hereafter incurred. c. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Note Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Note Obligations, any impossibility in connection the performance of any of the Note Obligations or otherwise. d. To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of Payor or any Guarantor or the unenforceability of the Note Obligations or any part thereof from any cause, or the cessation from any cause of the liability of Payor or any Guarantor (other than payment in full of the Note Obligations). Payee may, at its election and in accordance with the terms of this Note, exercise any right or remedy available to it against Payor or any Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Note Purchase Agreement Obligations have been paid in full. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against Payor or any other Guarantor, as the case may (but need not) make reference to this Guaranty Agreement. be. e. Each Guarantor agrees that its guarantee hereunder shall continue to pay and to indemnify and save each Noteholder harmless from and against be effective or be reinstated, as the case may be, if at any damagetime payment, lossor any part thereof, cost or expense (including the reasonable fees and disbursements of any law firm Note Obligations is rescinded or external counselmust otherwise be restored by Payee upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) which such Noteholder may incur of Payor or any Guarantor or otherwise. f. Notwithstanding anything to the contrary contained herein, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a consequencefraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any other applicable law, direct or indirect, of in each case to the extent (xif any) any breach by applicable to such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor Jxxxx Corporation (the "Guarantor") hereby irrevocably, absolutely and unconditionally and jointly and severally with guarantees the other Guarantors guarantees to each Noteholder, the due and punctual prompt payment in full of (a) the all principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on due and payable under this Note (including, without limitation, interest accruing after the filing of any petition in bankruptcy"Obligations") as and when the respective parts thereof become due and payable. If the Obligations, or any part thereof, shall not be paid in full when due and payable, Payee shall have the commencement right to proceed directly against Guarantor under this Guaranty to collect the payment in full of any insolvencythe Obligations, reorganization or like proceeding, regardless of whether or not a claim for post-filing Payee shall have theretofore proceeded or post-petition interest is allowed shall then be proceeding against Maker, it being understood that Payee, in its sole discretion, may proceed against Maker or Guarantor, and may exercise each right, power or privilege that Payee may then have at such time or times and as often and in such proceeding)order as Payee, and any other amounts due underin its sole discretion, may from time to time deem expedient to collect the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions payment in full of the NotesObligations. In furtherance and not in limitation of the foregoing, to the Note Purchase Agreement fullest extent permitted by law, Guarantor hereby waives any right it may have whether now or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence future, to require Payee to make an election of remedies or otherwise bring a single action to enforce its remedies hereunder. This is an absolute, present and continuing a guaranty of payment and not merely a guaranty of collectibility collection, and Guarantor hereby waives each and every guarantorship and suretyship defense, generally. Regardless of the duration of time, regardless of whether Maker may from time to time cease to be indebted to Payee, and irrespective of any act, omission or course of dealing whatever on the part of Payee, Guarantor's liabilities and other obligations hereunder shall remain in full effect until the payment in full of the Obligations. Guarantor acknowledges that the consideration for this guaranty is not a mere recital and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor adequate regardless of the Notes (including, without limitation, any other actual amount. Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, hereby waives presentment, protest or and demand, notice of any kindprotest, in lawful money of the United States of Americademand and dishonor, pursuant to the requirements for payment specified in the Notes nonpayment and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability acceleration of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase AgreementNote.

Guaranty. Each (i) For value received and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to any Borrower by the Lenders, each Guarantor hereby irrevocablyunconditionally guarantees the full and prompt payment when due, unconditionally whether at maturity or earlier, by reason of acceleration or otherwise, and jointly and severally with at all times thereafter, of all the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on Guaranteed Obligations (including, without limitation, interest accruing after following the filing of a bankruptcy petition by or against any petition applicable Borrower, at the applicable rate specified in bankruptcy, or the commencement of any insolvency, reorganization or like proceedingCredit Agreement, whether or not a claim for post-filing or post-petition such interest is allowed as a claim in such proceedingbankruptcy). (ii) At any time after the occurrence of an Event of Default, each Guarantor shall pay to the Administrative Agent, for the ratable benefit of the Agents and any other amounts due underthe Lenders, on demand and in immediately available funds, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions full amount of the NotesGuaranteed Obligations. Each Guarantor further agrees to pay and reimburse the Agents and the Lenders for, the Note Purchase Agreement or any other Finance Document executed on demand and in connection therewith (all such obligations described in clauses immediately available funds, (a) all reasonable fees, costs and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes expenses (including, without limitation, all court costs and reasonable attorneys' fees, costs and expenses) paid or incurred by such Person in: (1) endeavoring to collect all or any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any part of the Guaranteed Obligations shall give rise owing to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition inPerson from, or in prosecuting any action against, the occurrence of any default underapplicable Borrower or Borrowers relating to the Credit Agreement, this Guaranty Agreementor the transactions contemplated thereby; (2) taking any action with respect to any security or collateral securing the Guaranteed Obligations; and (3) preserving, protecting or defending the Notesenforceability of, or enforcing, this Guaranty or the Note Purchase Agreement Agents' or any other Finance Documentthe Lenders' rights hereunder (all such costs and expenses are hereinafter referred to as the "Expenses") and (b) interest on the Expenses, together with all expenses resulting from the compromise or defense date of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of demand under this Guaranty Agreement, until paid in full at the Notes, per annum rate of interest described in Section 4.01(d) of the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Credit Agreement. Each Guarantor hereby acknowledges and agrees that this Guaranty is an absolute guaranty of payment and is not a guaranty of collection. (iii) Notwithstanding anything contained in this Guaranty to the contrary, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount which, together with other amounts owing by such Guarantor’s liability hereunder Guarantor to the Agents and the Lenders, is joint and several with equal to the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness largest amount that would not be subject to avoidance under and in respect Section 548 of Title 11 of the Notes and United States Code (11 U.S.C. xx.xx. 101 et seq.) (the Note Purchase Agreement"Bankruptcy Code") or any applicable provisions of any comparable state law.

Guaranty. Each The Guarantor hereby irrevocably, irrevocably and unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (interest and the Excess Leverage Fee, if any) and interest , on (including, without limitation, interest and the Excess Leverage Fee accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each the Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each The Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each The Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other the Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each The Guarantor hereby acknowledges and agrees that such the Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors absolutely guarantees to each NoteholderLender, and Lender’s successors and assigns, the due and punctual payment in full prompt payment, and not just the collectability, of (a) the principal of, Make-Whole Amount (and interest and late charges, escrow payments and all other indebtedness and indemnification, if any), prepayment premium (if any) under any of the Loan Documents when due, whether at maturity, pursuant to mandatory or optional prepayments, by acceleration, indemnification or otherwise all at the times and interest on places and at the rates described in, and otherwise according to the terms of, the Note and the other Loan Documents. Guarantor further hereby irrevocably, unconditionally and absolutely guarantees to Lender the due and prompt performance by Borrower of all duties, agreements and obligations of Borrower contained in the Note and the other Loan Documents, and the due and prompt payment of all costs incurred, including reasonable attorneys’ and paralegals’ fees and costs (including, without limitation, interest accruing after the filing of any petition fees and costs incurred in bankruptcylitigation, or the commencement of any insolvencymediation, reorganization or like proceedingarbitration, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingadministrative and bankruptcy proceedings, and appeals therefrom), in enforcing the payment and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions performance of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder other Loan Documents and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each The payment and performance of the items set forth in this Section 2.1 are hereinafter collectively referred to as the “Indebtedness Guaranteed”. The liability of Guarantor agrees under this Section 2.1 shall survive any release, termination, satisfaction or foreclosure of the Mortgage or the Borrower Collateral (as defined in the Loan Agreement) or the acceptance of title to the Premises or the Borrower Collateral by a deed in lieu of foreclosure. In case any covenant and agreement made by Borrower under any Loan Documents has not been performed or any obligation under the Note or other Loan Document shall not have been paid by Borrower when due, Guarantor will, not later than fifteen (15) days after written notice by Lender, perform the same and pay the same, to the amount and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to extent required hereunder. Overdue amounts hereunder shall bear interest at the Default Rate as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by defined in the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase AgreementNote.

Guaranty. Each Except as otherwise provided for herein (including under Section 3.14), each Note Guarantor hereby irrevocably, unconditionally and agrees that it is jointly and severally with the other Guarantors liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to each Noteholderthe Collateral Agent (for the set-off of the Secured Parties), the due full and punctual payment in full of (a) the principal ofprompt payment, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (due, whether at stated maturity or by required or optional prepayment or by maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a), together with any and (b) any other sums all expenses which may become due under be incurred by the terms Collateral Agent and provisions other Secured Parties in collecting any of the Notes, Obligations that are reimbursable in accordance with Section 5(a) of the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called collectively, the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company Each Note Guarantor further agrees that all or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any portion of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. In addition, if any or all of the Guaranteed Obligations become due and payable hereunder, each cause Note Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Collateral Agent for the benefit of action arisesthe Secured Parties, on demand. Each Note Guarantor agrees that unconditionally and irrevocably guarantees the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements payment of any law firm and all of the Guaranteed Obligations whether or external counsel) which such Noteholder may incur not due or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or payable by the Company of any warranty, covenant, term or condition in, or Issuer upon the occurrence of any default under, this Guaranty Agreement, the Notes, of Bankruptcy Event of Default of the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge Collateral Agent for the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect benefit of the Notes Secured Parties. This Note Guaranty is a continuing one and shall remain in full force and effect until the Reference Date (or, with respect to any Note Purchase AgreementGuarantor, until the release of such Note Guarantor from its obligations hereunder in accordance with Section 3.14 hereof), and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, holder the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, Notes or the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company Issuer or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company Issuer shall fail so to pay any of such Guaranteed ObligationsObligations when due, each Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, result of (x) any breach by such Guarantor, by any other Guarantor or by the Company Issuer or the Parent of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, Notes or the Note Purchase Agreement or any other Finance DocumentAgreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, Notes or the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement; provided that the foregoing indemnity obligations shall not expand the scope of the Guaranteed Obligations hereunder; provided further that, for the avoidance of doubt, the scope of costs and expenses covered by this sentence shall be no more than the costs and expenses reimbursable under the Note Purchase Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the each other Guarantors Guarantor and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.. Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement, if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as

Guaranty. Each For value received, Guarantor does hereby irrevocablyunconditionally, unconditionally absolutely and jointly irrevocably guarantee, as primary obligor and severally with not as a surety, to Buyer the other Guarantors guarantees full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to each NoteholderBuyer under the ESSA, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim compensation for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due underpenalties, the Notes Termination Payment, indemnification payments or other damages, as and when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under pursuant to the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith ESSA (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed ObligationsAmount”), provided, that Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed ________ Dollars ($___________). The guaranty in Parties understand and agree that any payment by Guarantor or Seller of any portion of the preceding sentence Guaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, present unconditional and continuing guaranty guarantee of the full and punctual payment and performance, and not of collectibility and collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditional or contingent conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from the Company or Seller, any other guarantor of the Notes (including, without limitation, Guaranteed Amount or any other Guarantor hereunder) Person or upon entity or resort to any other action, occurrence or circumstance whatsoevermeans of obtaining payment of the Guaranteed Amount. In the event that the Company Seller shall fail so to duly, completely or punctually pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, Amount as required pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations ESSA, Guarantor shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder promptly pay such amount as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementrequired herein.

Guaranty. 2.1 Each Guarantor hereby irrevocablyhereby, unconditionally and jointly and severally with the other Guarantors Guarantors, guarantees to each Noteholder, Lender the due and punctual payment in full to such Lender when due, whether by acceleration or otherwise, of (a) the principal ofIndebtedness, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, principal, interest (including interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedingproceeding by or against a Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such a proceeding), and any all other amounts liabilities and obligations, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may be based upon or arise under, out of, in connection with or in respect of the Notes when Indebtedness, whether such Indebtedness is now existing or hereafter arising. Each Guarantor waives notice of acceptance of this Guaranty and as the same shall become due presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of demand, notice of intent to demand, notice of acceleration, notice of intent to accelerate, notice of default and payable (whether at stated maturity or by required or optional prepayment or by acceleration diligence in collecting any Indebtedness in respect of this Guaranty or otherwise) , and (b) any other sums which agrees that the Lenders may become due under modify the terms of borrowing, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any part or all of any Indebtedness, or permit the Borrowers to incur additional Indebtedness, all without notice to Guarantors and provisions without affecting in any manner the Lenders’ rights under this Guaranty. Each Guarantor further waives any and all other notices to which such Guarantor might otherwise be entitled. Each Guarantor acknowledges and agrees that the Lenders’ rights under this Guaranty are not conditioned upon pursuit by the Lenders of any remedy the Notes, the Note Purchase Agreement Lenders may have against a Borrower or any other Finance Document executed in connection therewith (person or any other security. No invalidity, irregularity or unenforceability of any part or all such of the Indebtedness or any documents evidencing the same, by reason of any bankruptcy, insolvency or other law or order of any kind or for any other reasons, and no defense or setoff available at any time to a Borrower, shall impair, affect or be a defense or setoff to the Lenders’ rights under this Guaranty. 2.2 The obligations described in clauses (a) of each Guarantors hereunder shall be absolute and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absoluteunconditional, present and continuing shall be a guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor collection, irrespective of the Notes (includingvalidity, without limitation, any other Guarantor hereunder) regularity or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money enforceability of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, any of the other Collateral Documents including this Guaranty, or any provision thereof, the absence of any action to enforce the same, any waiver or consent with respect to or any amendment of any provision thereof (provided that any amendment of this Guaranty shall be in accordance with the terms hereof), the recovery of any judgment against any Person or action to enforce the same, any failure or delay in the enforcement of the obligations of a Borrower under the Note or any related documents, or any setoff, counterclaim, recoupment, limitation, defense or termination whether with or without notice to any Guarantor. Each Guarantor hereby further covenants that no security now or subsequently held by the Lenders for the payment of the Indebtedness, whether in the nature of a security interest, pledge, lien, assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, and no act, omission or other conduct of the Lenders in respect of such security, shall affect in any manner whatsoever the unconditional obligations of this Guaranty, and that the Lenders in their sole discretion and without notice to any of the Guarantors, may release, exchange, enforce, apply the proceeds of and otherwise deal with any such security without affecting in any manner the unconditional obligations of this Guaranty. Each Guarantor hereby waives diligence, demand for payment, filing of claims with any court, any proceeding to enforce any provision of the Purchase Agreement Agreement, the Notes or any of the other Collateral Documents, any right to require a proceeding first against a Borrower, or against any other guarantor or other Person providing collateral, or to exhaust any security for the performance of the obligations of a Borrower, any protest, presentment, notice or demand whatsoever, and each Guarantor hereby covenants that this Guaranty shall not be terminated, discharged or released except, upon final payment in full of all Indebtedness due and to become due from a Borrower, and only to the extent of any such payment, performance and discharge unless otherwise specifically provided herein. 2.3 Each Guarantor delivers this Guaranty based solely on such Guarantor’s independent investigation of (or decision not to investigate) the financial condition of the Borrowers and is not relying on any information furnished by the Lenders. Each Guarantor assumes full responsibility for obtaining any further information concerning the Borrowers’ financial condition, the status of the Indebtedness or any other Finance Documentmatter which such Guarantor may deem necessary or appropriate now or later. Each Guarantor waives any duty on the part of Lenders, together and agrees that it is not relying upon nor expecting the Lenders, to disclose to such Guarantor any fact now or later known by the Lenders, whether relating to the operations or condition of the Borrowers, the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any Event of Default with respect to the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon such Guarantor’s risk under this Guaranty or such Guarantor’s rights against a Borrower. Each Guarantor knowingly accepts the full range of risk encompassed in this Guaranty, which risk includes without limit the possibility that a Borrower may incur Indebtedness to the Lenders after the financial condition of the Borrowers, or Borrower’s ability to pay debts as they mature, has deteriorated. 2.4 Each Guarantor acknowledges that the effectiveness of this Guaranty is not conditioned on any or all expenses resulting from of the compromise Indebtedness being guaranteed by anyone else. Lenders, in their sole discretion, without notice to any Guarantor, may release, exchange, enforce and otherwise deal with any security now or later held by the Lenders for payment of the Indebtedness without affecting in any manner the Lenders’ rights under this Guaranty. Each Guarantor acknowledges and agrees that the Lenders do not have any obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personality, to secure payment of the Indebtedness, and such Guarantor is not relying upon assets in which Lenders has or may have a lien or security interest for payment of the Indebtedness. 2.5 Until all of the Indebtedness has been paid in full, each Guarantor irrevocably and absolutely waives any and all rights of subrogation, contribution, indemnification, recourse, reimbursement and any similar rights against a Borrower with respect to this Guaranty, whether these rights arise under an express or implied contract or by operation of law. It is the intention of the parties that, until all of the Indebtedness has been paid in full, each Guarantor shall not be (or be deemed to be) a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code, as the same may be amended) of the Borrower (or any other guarantor) by reason of the existence of this Guaranty in the event that a Borrower becomes a debtor in any proceeding under the U.S. Bankruptcy Code. This waiver is given to induce the Lenders to enter into certain written contracts with a Borrower included in the Indebtedness. Each Guarantor warrants and agrees that none of Lenders’ rights, remedies or interests shall be directly or indirectly impaired because of any of such Guarantor’s status as an “insider” or “affiliate” of a Borrower, and each Guarantor shall take any action, and shall execute any document, which the Lenders may request in order to effectuate this warranty to the Lenders. 2.6 Each Guarantor waives any defense based upon or arising by reason of (a) any disability or other defense of a Borrower or any claims other person; (b) the cessation or liabilities arising limitation from any cause, other than final and irrevocable payment in full, of the Indebtedness; (c) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of a Borrower or any defect in the formation of a Borrower; (d) the application by a Borrower of the proceeds of any Indebtedness for purposes other than the purposes represented by a Borrower to Lenders or intended or understood by the Lenders or such Guarantor; (e) any act or omission by the Lenders which directly or indirectly result in or aids the discharge of a Borrower any Indebtedness by operation of law or otherwise; or (f) any modification of the Indebtedness, in any form, including without limit the renewal, extension, acceleration or other change in time for payment of the Indebtedness, or other change in the terms of Indebtedness or any part of it, including without limit increase or decrease of the rate of interest. Each Guarantor waives any defense such Guarantor may have based upon any election of remedies by the Lenders which destroys such Guarantor’s subrogation rights or such Guarantor’s right to proceed against a Borrower for reimbursement, including without limit any loss of rights such Guarantor may suffer by reason of any rights, powers or remedies of a Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Indebtedness. 2.7 Without limiting the generality of the foregoing, the obligations of the Guarantors under this Guaranty, and the rights of the Lenders to enforce the same, by proceedings, whether by action at law, suit in equity or otherwise, shall not be in any way affected to the extent permitted by applicable law, by (i) any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting a Borrower, any or all of the Guarantors or any other person including any discharge of, or bar or stay against collecting, all or any of the Indebtedness in or as a result of any such breach or default, proceeding; (yii) any legal action commenced to challenge change in the validity ownership of any of the capital stock (or enforceability other ownership interests) of this Guaranty Agreementa Borrower or any or all of the Guarantors, the Notes, the Note Purchase Agreement or any other Finance Document and party providing collateral for any Indebtedness of a Borrower covered by this Guaranty, or any of their respective Affiliates; (z) enforcing or defending (or determining whether or how to enforce or defendiii) the provisions election by the Agent or any Lenders, in any bankruptcy proceeding of any person, to apply or not apply Section 1111(b)(2) of the U.S. Bankruptcy Code; (iv) any extension of credit or the grant of any security interest or lien under Section 363 of the U.S. Bankruptcy Code; (v) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person; (vi) the avoidance of any security interest or lien in favor of the Lenders for any reason; (vii) any action taken by the Lenders that is authorized by this paragraph or any other provision of this Guaranty Agreement. Guaranty; or (viii) any other principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms hereof. 2.8 Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with waives to the other Guarantors fullest extent possible under applicable law, any defense based upon the doctrine of marshaling of assets or upon an election of remedies by the Lenders, including, without limitation, an election to proceeds by non-judicial rather than judicial foreclosure, and any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other Person(s) who may guarantee the obligations and Indebtedness under and in respect respects more burdensome than that of the Notes and the Note Purchase Agreementprincipal.

Guaranty. Each Guarantor hereby irrevocablyGuarantor, unconditionally and jointly and severally with the each other Guarantors Guarantor, unconditionally and irrevocably guarantees to each Noteholderthe Holders the due, prompt and complete payment by the due and punctual payment in full Company of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)on, and any each other amounts amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration declaration or otherwise) and (b) any other sums which may become due under in accordance with the terms and provisions of the Notes, Notes and the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) the Notes and (b) above are herein called the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Guaranteed Note Documents” and the amounts payable by the Company under the Note Documents (including any attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that If for any reason whatsoever the Company shall fail so or be unable duly, punctually and fully to pay any of such Guaranteed Obligationsamounts as and when the same shall become due and payable, each Guarantor agrees to pay the same when due to the Noteholders entitled theretoGuarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the Notes and the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each default in payment Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to collecting such amounts or otherwise enforcing this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damageGuaranty, lossincluding, cost or expense (including without limitation, the reasonable fees and disbursements expenses of counsel. Notwithstanding the foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any law firm or external counsel) state law, in which case such Noteholder may incur or Guarantor shall be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, liable under this Guaranty Agreement, only for amounts aggregating up to the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees largest amount that would not render such Guarantor’s liability obligations hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness subject to avoidance under and in respect Section 548 of the Notes and the Note Purchase AgreementUnited States Bankruptcy Code or any comparable provisions of any state law.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and (a) Guarantors jointly and severally with the other Guarantors guarantees to each Noteholderirrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) when the principal ofsame shall become due, Make-Whole Amount whether at stated maturity, by acceleration, demand or otherwise (if anyincluding amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company under Lender Swap Agreements, prepayment premium (if any) now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on (including, without limitation, interest accruing any portion of the Guarantied Obligations that accrues after the filing of any petition in bankruptcy, or the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or like arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, whether such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or not order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a claim for post-filing preference, fraudulent transfer or post-petition interest is allowed in such proceeding)otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other amounts due underprovisions of this Section 1, upon the Notes failure of Company to pay any of the Guarantied Obligations when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligationsdue, each Guarantor agrees will upon demand pay, or cause to pay be paid, in cash, to Guarantied Party for the same when due ratable benefit of Beneficiaries, an amount equal to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money aggregate of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementunpaid Guarantied Obligations.

Guaranty. Each The Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors irrevocably guarantees to each Noteholder, the due and punctual payment in full of Company: (a) the principal ofdue, Make-Whole Amount (if any), prepayment premium (if any) prompt and interest on (including, without limitation, interest accruing after complete payment by the filing Factor of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other all amounts due underunder the Factoring Agreement, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and in accordance with the terms of the Factoring Agreement, and (b) the due, prompt and faithful performance of, and compliance with, all other undertakings of the Factor contained in the Factoring Agreement and in any other sums which may become due agreement or document executed by the Factor pursuant to the Factoring Agreement (the Factoring Agreement and other such agreements and documents being sometimes collectively hereinafter referred to as the "Operative Documents", and the amounts payable by the Factor under the terms and provisions any of the NotesOperative Documents, and all other obligations of the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called Factor thereunder, being sometimes collectively hereinafter referred to as the “"Guaranteed Obligations”"). The This guaranty in the preceding sentence is an absolute, present and continuing a guaranty of payment payment, performance and not of collectibility compliance and is in no way conditional conditioned or contingent upon any attempt to collect from or enforce performance or compliance by the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) Factor or upon any other action, occurrence event or circumstance condition whatsoever. In If for any reason whatsoever the event that Factor shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable or to perform or comply with any other Guaranteed Obligation, the Guarantor will forthwith pay or cause to be paid such amounts to the Company shall fail so to pay any under the terms of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kindapplicable Operative Document, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the such Operative Document, or perform or comply with such Guaranteed Obligations shall give rise or cause such Guaranteed Obligations to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost performed or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentcomplied with, together with all expenses resulting interest (in the amounts and to the extent required of the Factor under such Operative Documents) on any amount due and owing from the compromise Factor. The Guarantor, promptly after demand, will reimburse the Company for all costs and expenses of collecting such amounts or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of otherwise enforcing this Guaranty Agreement, the Notesincluding, without limitation, the Note Purchase Agreement or any other Finance Document fees and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions expenses of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementcounsel.

Guaranty. Each (i) Except as expressly set forth herein Guarantor hereby irrevocablyabsolutely, irrevocably and unconditionally agrees to and jointly hereby does guarantee to ARC the full, prompt and severally with the other Guarantors guarantees to each Noteholder, the due complete performance and punctual payment in full by Associate Branch of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing all of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due its obligations under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith ARA (all such obligations described in clauses (a) and (b) above are herein called obligations, collectively, the “Guaranteed Obligations”). The Subject to the terms hereof, Guarantor agrees that this Guaranty is a guaranty of performance and payment and NOT of collection and that the liability of Guarantor is primary and unconditional. Accordingly, Guarantor agrees to pay the Obligations to ARC upon receipt of a written demand therefor, without any withholding, deduction, counterclaim (unless a compulsory counterclaim) or set-off for any reason or on any account whatsoever, subject to the terms hereof and provided that ARC shall not demand any of the Obligations until there has been a default by Associate Branch on such Obligations and notice of such default has been received by Guarantor and any applicable time and grace periods (as set forth in paragraph (v) of this Section III) have expired. Except for the notice and time and grace period requirements set forth in the preceding sentence is an absolutesentence, present and continuing this guaranty of payment and not of collectibility and is in no way conditional or contingent upon any requirement that ARC first attempt to collect any of the Obligations from Associate Branch or resort to any security or other means of obtaining payment of the Company Obligations. (ii) Guarantor hereby waives each and every defense that under principles of guarantee, suretyship or other similar law would otherwise operate to impair, delay or diminish Guarantor’s obligations hereunder; provided, however, that the foregoing waiver shall not in any way waive or prejudice any right or defense otherwise assertable in respect of any claimed Obligation. (iii) No delay on the part of ARC in exercising any of its options, powers or rights shall constitute a waiver thereof. Upon making any payment or performance with respect to any Obligations hereunder, Guarantor shall be subrogated to the right of ARC against Associate Branch with respect to such payment; provided that Guarantor shall not enforce any payment right by way of subrogation until the underlying Obligation has been paid in full. (iv) Guarantor’s obligations hereunder shall remain in full force and effect until all of the Obligations have been completely performed and paid in full. (v) Guarantor hereby waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or person against Associate Branch or any other guarantor corporation or person, except that no payment shall be sought from Guarantor under this Guaranty unless a notice of default has been served to Guarantor providing for a minimum cure period of 30 calendar days to remedy such default and indicating ARC’s intention to claim under this Guaranty in the Notes absence of remedy within such cure period. (includingvi) Guarantor represents, without limitationwarrants and covenants to ARC that this Guaranty (i) has been duly authorized, any executed and delivered by Guarantor, (ii) constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency or other Guarantor hereundersimilar laws affecting the enforcement of creditors’ rights generally and by equitable principles relating to the availability of equitable remedies, (iii) does not and will not violate or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay conflict with any of such Guaranteed ObligationsGuarantor’s organizational documents, each and will not violate or conflict with any material agreement by which it is bound, or any law to which Guarantor agrees to pay the same when due to the Noteholders entitled theretois subject, without demand, presentment, protest nor is any consent or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may approval required that has not been received or that will not be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued obtained in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damageexecution, lossdelivery or performance, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreementguaranty. (vii) Any and all disputes regarding the obligations of the Guarantor to ARC shall be resolved by the Travel Agent Arbiter, an arbitration forum established as an independent entity, in accordance with the Notesrules promulgated and published by the Travel Agent Arbiter, and the Note Purchase Agreement or any other Finance Document decision shall be final and (z) enforcing or defending (or determining whether or how binding; provided, however, that neither ARC nor Guarantor is precluded from seeking judicial relief to enforce a decision of the Travel Agent Arbiter, or defend) the provisions of to compel compliance with this Guaranty Agreement. Each Guarantor hereby acknowledges prior to the filing of an answer in a proceeding concerning such requirement before the Travel Agent Arbiter. (viii) This Guaranty shall be construed and agrees that such Guarantor’s liability hereunder is joint and several with interpreted according to the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect internal laws of the Notes Commonwealth of Virginia, excluding any choice of law rules that may direct the application of the laws of another jurisdiction. Any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Guaranty may only be brought in the United States District Court for the Eastern District of Virginia, Alexandria Division (or, if jurisdiction is there lacking, in a state court of cognizant jurisdiction in the County of Arlington, Commonwealth of Virginia). Guarantor consents and submits to the Note Purchase Agreementjurisdiction of such courts (and of the appropriate appellate court therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, actions or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on Guarantor anywhere in the world, whether within or without the jurisdiction of any such court.

Guaranty. Each (a) To induce Lender to make the Term Loan, Guarantor hereby irrevocablyhereby, jointly and severally, absolutely, unconditionally and jointly irrevocably guarantees, as primary obligor and severally with the other Guarantors guarantees to each Noteholdernot merely as surety, the due full and punctual payment in full of (a) the principal ofwhen due, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or earlier, by required or optional reason of acceleration, mandatory prepayment or by acceleration otherwise in accordance with this Agreement, of all the obligations of Borrower whether existing on the date hereof or otherwise) and hereinafter incurred or created (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty . (b) Guarantor hereby waives and agrees not to assert any defense, and hereby agrees that its obligations under this section are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected, other than indefeasible payment in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor full of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations. (c) Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, each Guarantor agrees to pay the same when due to the Noteholders entitled theretodefense, without demandsetoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other requirements of any kindkind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of Borrower. Until the Guaranteed Obligations have been indefeasibly paid in lawful money full, Guarantor further unconditionally and irrevocably agrees not to enforce or otherwise exercise any right of the United States subrogation or any right of Americareimbursement or contribution or similar right against Borrower or any Guarantor by reason of any Loan Document or any payment made thereunder. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. (d) Guarantor, pursuant to the requirements for payment specified in the Notes and by its acceptance this guaranty, Lender, hereby confirm that it is their intention that this Guaranty and the Note Purchase AgreementGuaranteed Obligations not constitute a fraudulent transfer or conveyance under any applicable laws. Each default in payment of any of To effectuate the foregoing intention, Lender and Guarantor hereby irrevocably agree that the Guaranteed Obligations shall give rise be limited to the maximum amount as will result in the Guaranteed Obligations not constituting a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against fraudulent transfer or conveyance under any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementapplicable laws.

Guaranty. Each Guarantor hereby irrevocably, unconditionally TO: AEP Texas North Company and jointly its successors and severally with the other Guarantors guarantees to each Noteholderassigns (collectively “Beneficiary”) FOR GOOD AND VALUABLE CONSIDERATION, the due receipt and punctual payment in full sufficiency of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)which are hereby acknowledged, and any other amounts due underto induce Beneficiary to enter into a Standard Generation Interconnection Agreement dated as of , the Notes when and as the same shall become may be amended from time to time (the “Agreement”), with [Generator name], a (“Debtor”), the undersigned , a (“Guarantor”), hereby irrevocably and unconditionally guarantees the due punctual and payable (whether at stated maturity full payment of any and all obligations of the Debtor to the Beneficiary now or by required hereafter due pursuant to the Agreement or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due pursuant to applicable law in connection with the activities of the parties under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty Upon any failure by the Debtor to pay any of the Guaranteed Obligations, the Guarantor agrees that it will forthwith on demand pay any amounts which the Debtor has failed to pay the Beneficiary, at the place and in the preceding sentence manner specified in the Agreement. This Guaranty is an absolute, present and continuing a guaranty of payment and not merely a guaranty of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other collection. The Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event agrees that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due Beneficiary may resort to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements Guarantor for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations, whether or not the Beneficiary shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Guaranteed Obligations. Guarantor reserves the right to assert defenses which the Debtor may have to payment of any Guaranteed Obligations shall give rise to a separate cause other than defenses based on lack of action hereunder capacity, lack of authorization, lack of due execution, illegality, or limitations of actions, or arising from the bankruptcy, insolvency, or similar proceeding of the Debtor and separate suits may be brought hereunder as each cause of action arisesother defenses expressly waived hereby. Each The Guarantor agrees that that, in the Notes issued in connection with event of the Note Purchase Agreement dissolution or bankruptcy of the Debtor, if such event shall occur at a time when any of the Guaranteed Obligations may (but need not) make reference to this Guaranty Agreement. Each not then be due and payable, the Guarantor agrees to will pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) Beneficiary forthwith the full amount which such Noteholder may incur or would be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or payable hereunder by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with Guarantor if all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document Guaranteed Obligations were then due and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under payable and in respect default. The obligations of the Notes Guarantor hereunder shall be unconditional and absolute and, without limiting the Note Purchase Agreement.generality of the foregoing, shall not be released, discharged or otherwise affected by:

Guaranty. Each Loan Guarantor hereby irrevocably, unconditionally and agrees that it is jointly and severally with the other Guarantors liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to each Noteholderthe Administrative Agent for the ratable benefit of the Secured Parties the full and prompt payment upon the failure of the Borrower to do so, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (due, whether at stated maturity or by required or optional prepayment or by maturity, upon acceleration or otherwise) , and (b) any other sums which may become due under the terms and provisions at all times thereafter, of the NotesSecured Obligations (collectively, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in the preceding sentence is an absolutewhole or in part without notice to or further assent from it, present and continuing guaranty of payment and not of collectibility and is in no way conditional that it remains bound upon its guarantee notwithstanding any such extension or contingent upon renewal. If any attempt to collect from the Company or any other guarantor all of the Notes (includingGuaranteed Obligations becomes due and payable hereunder, without limitationeach Loan Guarantor, any other Guarantor hereunder) or upon any other actionunconditionally and irrevocably, occurrence or circumstance whatsoever. In the event that the Company shall fail so promises to pay such Guaranteed Obligations to the Administrative Agent and/or the other Secured Parties, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of such the Guaranteed Obligations, to the extent reimbursable in accordance with Section 9.03. Without limiting the generality of the foregoing, each Loan Guarantor agrees unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations to the Secured Parties whether or not due or payable by the Borrower upon the occurrence of any Event of Default specified in Sections 7.01(f) or 7.01(g), and in such event, irrevocably and unconditionally promises to pay the same when due such indebtedness to the Noteholders entitled theretoSecured Parties, without on demand, presentment, protest or notice of any kind, in lawful money of the United States of AmericaU.S. Each Qualified ECP Guarantor hereby jointly and severally absolutely, pursuant unconditionally and irrevocably undertakes to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits provide such funds or other support as may be brought hereunder as needed from time to time by each cause other Loan Party to honor all of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to its obligations under this Loan Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.01 for the Notes maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.01, or otherwise under this Loan Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.01 shall remain in full force and effect until the Note Purchase Agreementtermination of this Loan Guaranty in accordance with Section 10.12 hereof. Each Qualified ECP Guarantor intends that this Section 10.01 constitute, and this Section 10.01 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Guaranty. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Make‑Whole Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing post‑filing or post-petition post‑petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, Notes or the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”) up to the Maximum Guaranteed Amount (as defined below). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company any Obligor or any other guarantor Subsidiary Guarantor of the Notes (including, without limitation, any other Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor agrees to pay any unpaid amount of the same Guaranteed Obligations when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company any Obligor of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, or the Note Purchase Agreement or any other Finance DocumentAgreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, or the Note Purchase Agreement or any other Finance Document Agreement, and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with the other Guarantors Subsidiary Guarantors, the Parent and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each (a) Subject to clause (b) of this Section 2 Guarantor hereby irrevocablyhereby, unconditionally and jointly and severally with the other Guarantors irrevocably, guarantees to each Noteholder, Buyer the prompt and complete payment and performance of the Obligations by Seller when due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at the stated maturity or by required or optional prepayment or maturity, by acceleration or otherwise), as the case may be. (b) Notwithstanding anything in this Guaranty or in any other Transaction Document to the contrary and subject to clauses (c), (d), (e) and (bg) any other sums which may become due below, the maximum liability of Guarantor under the terms and provisions this Guaranty shall in no event exceed fifty percent (50%) of the Notesthen-current aggregate outstanding Repurchase Price of all Purchased Assets. (c) Notwithstanding the foregoing, the Note Purchase Agreement or any other Finance Document executed limitation on recourse liability as set forth in connection therewith (all such obligations described in clauses (a) and clause (b) above are herein called SHALL BECOME NULL AND VOID and shall be of no further force and effect and the “Guaranteed Obligations”). The guaranty Obligations immediately shall become full recourse to Guarantor in the preceding sentence event of any of the following: (i) a voluntary bankruptcy or insolvency proceeding is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional commenced by Seller or contingent upon any attempt to collect from Guarantor under the Company Bankruptcy Code or any other guarantor similar federal or state law; or (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with which Seller, Guarantor, or any Affiliate of any of the Notes foregoing has or have colluded in any way with the creditors commencing or filing such proceeding. (d) In addition to the foregoing and notwithstanding the limitation on recourse liability set forth in clause (b) above, Guarantor shall be liable for any and all actual out-of-pocket losses, costs, claims, expenses or other liabilities incurred by Buyer arising out of or attributable to the following items: (i) fraud or intentional misrepresentation by Seller, Guarantor or any Affiliate of Seller or Guarantor in connection with the execution and the delivery of any Transaction Document, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (ii) a Recharacterization Event; (iii) any material breach of the separateness covenants set forth in Section 13 of the Repurchase Agreement; (iv) any Change of Control; (v) any material breach of any representations and warranties made by Seller, Pledgor, Guarantor or any Affiliate of Seller contained in any Transaction Document, including but not limited to any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any substances, materials, wastes, pollutants or contaminants defined as hazardous or toxic or regulated under any applicable Environmental Law, in each case in any way affecting Seller’s or any of its Affiliate’s properties or any of the Purchased Assets; provided, that Guarantor shall have no liability under this clause (d)(v) with respect to breaches of representations or warranties relating to any Environmental Laws, violations of Environmental Laws or environmental conditions relating to conditions on any Mortgaged Property first arising on or after the date upon which Buyer enforces its remedies with respect to the related Purchased Asset pursuant to Section 14(b)(iii) or 14(b)(iv) of the Repurchase Agreement following an Event of Default; or (vi) any failure of Seller to perform the Assumed Obligations relating to any Purchased Asset during the period that such Assumed Obligations are the obligations of Seller pursuant to Section 6(e) of the Repurchase Agreement (including, without limitation, any other Guarantor hereunder) or upon cost of defense, including reasonable attorneys’ fees of outside counsel, incurred by Buyer in connection with any other claim, action, occurrence litigation or circumstance whatsoever. In the event that the Company shall fail so to pay any other proceeding brought against Buyer by a Mortgagor as a result of such Guaranteed failure of Seller to perform the Assumed Obligations). (e) Notwithstanding the limitation on recourse liability set forth in clause (b) above, each Guarantor agrees to pay all actual out-of-pocket costs and expenses that Buyer incurs defending itself or asserting any rights in any litigation commenced by or against a Mortgagor, guarantor, participant or other obligor or lender under a Purchased Asset and arising out of or relating to any event of default by such Mortgagor, guarantor, participant or other obligor or lender under the same when due related Purchased Asset Documents prior to Buyer enforcing its remedies with respect to the Noteholders entitled thereto, without demand, presentment, protest related Purchased Asset pursuant to Section 14(b)(iii) or notice 14(b)(iv) of the Repurchase Agreement. (f) Nothing herein shall be deemed to be a waiver of any kindright which Buyer may have under Section 506(a), in lawful money 506(b), 1111(b) or any other provision of the United States of America, pursuant Bankruptcy Code to file a claim for the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any full amount of the Guaranteed Obligations indebtedness secured by the Repurchase Agreement or to require that all collateral shall give rise continue to a separate cause secure all of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued indebtedness owing to Buyer in connection accordance with the Note Purchase Repurchase Agreement may or any other Transaction Documents. (but need notg) make reference to this Guaranty Agreement. Each Notwithstanding the limitation on recourse liability set forth in clause (b) above, Guarantor further agrees to pay all reasonable and to indemnify and save each Noteholder harmless from and against any damagedocumented out-of-pocket expenses (including, losswithout limitation, cost or expense (including the all reasonable out-of-pocket fees and disbursements of any law firm or external outside counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach are actually incurred by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition inBuyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the occurrence of Obligations and/or enforcing any default underrights with respect to, or collecting against, Guarantor under this Guaranty Agreement, the Notes, the Note Purchase Agreement Guaranty. (h) No payment or payments made by Seller or any other Finance Document, together with all expenses resulting Person or received or collected by Buyer from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement Seller or any other Finance Document and (z) enforcing Person by virtue of any action or defending (proceeding or determining whether any set-off or how appropriation or application, at any time or from time to enforce time, in reduction of or defend) in payment of the provisions Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor under this Guaranty Agreement. Each which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations (subject to the limitations set forth in Section 2(b) hereof) until the Obligations are paid in full; provided, that this provision is not intended to allow Buyer to recover an amount greater than the amount of the Obligations (subject to the limitations set forth in Section 2(b) hereof). (i) Guarantor hereby acknowledges and agrees that such whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability hereunder under this Guaranty, Guarantor will notify Buyer in writing that such payment is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness made under and in respect of the Notes and the Note Purchase Agreementthis Guaranty for such purpose.

Guaranty. Each Guarantor In order to induce the Administrative Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and in recognition of the direct benefits to be received by the Borrower from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the Guarantors hereby irrevocablyagree with the Guaranteed Creditors as follows: the Guarantors hereby and unconditionally and irrevocably guarantee to the Guaranteed Creditors, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Guarantors, unconditionally and jointly and severally with irrevocably, promise to pay such indebtedness to the Administrative Agent and/or the other Guarantors guarantees to each NoteholderGuaranteed Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the due Administrative Agent and punctual payment the other Guaranteed Creditors in full collecting any of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any petition in bankruptcy, amount or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default received in payment or on account of any of the Guaranteed Obligations shall give rise to a separate cause and any of action hereunder and separate suits may be brought hereunder as each cause the aforesaid payees repays all or part of action arises. Each Guarantor agrees that the Notes issued in connection said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense such claimant (including the reasonable fees Borrower), then and disbursements of any law firm or external counsel) which in such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by event the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of Guarantors agree that any such breach judgment, decree, order, settlement or defaultcompromise shall be binding upon the Guarantors, (y) notwithstanding any legal action commenced to challenge the validity or enforceability revocation of this Guaranty Agreement, the Notes, the Note Purchase Agreement or other instrument evidencing any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes Borrower, and the Note Purchase AgreementGuarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and (a) Guarantors jointly and severally with the other Guarantors guarantees to each Noteholderirrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) when the principal ofsame shall become due, Make-Whole Amount whether at stated maturity, by acceleration, demand or otherwise (if anyincluding amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of Company and all payment obligations of Company or the applicable Subsidiary of Company under Lender Swap Agreements, prepayment premium (if any) now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or such Subsidiary of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on (including, without limitation, interest accruing any portion of the Guarantied Obligations that accrues after the filing of any petition in bankruptcy, or the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or like arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, whether such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or not order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a claim for post-filing preference, fraudulent transfer or post-petition interest is allowed in such proceeding)otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other amounts due underprovisions of this Section 1, upon the Notes failure of Company to pay any of the Guarantied Obligations when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligationsdue, each Guarantor agrees will upon demand pay, or cause to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kindbe paid, in lawful money cash, to Guarantied Party for the ratable benefit of the United States of AmericaBeneficiaries, pursuant an amount equal to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees such amounts that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementhave become due.

Guaranty. Each The Guarantor hereby irrevocablyabsolutely, unconditionally and jointly irrevocably guarantees, as primary obligor and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of not merely as surety, (a) the due and prompt payment by the Parent of: (i) the principal ofof and premium, Make-Whole Amount (if any, and interest at the rate specified in the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“Post-Petition Interest”)) on the Note (including Post-Petition Interest), prepayment premium when and as due, whether at scheduled maturity, date set for prepayment, by acceleration or otherwise, and (if anyii) all other monetary obligations of the Parent to the Creditor under the Note, when and interest on as due, including fees, costs, expenses (including, without limitation, interest accruing after fees and expenses of counsel incurred by the filing of Creditor in enforcing any petition in bankruptcy, rights under this Agreement or the commencement Note), contract causes of any insolvency, reorganization or like proceedingaction and indemnities, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)primary, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequencesecondary, direct or indirect, of absolute or contingent, fixed or otherwise (x) any breach by such Guarantor, by any other Guarantor or by including monetary obligations incurred during the Company pendency of any warrantybankruptcy, covenantinsolvency, term receivership or condition inother similar proceeding, regardless of whether allowed or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any allowable in such breach or default, proceeding); (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defendb) the provisions due and prompt performance of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the all covenants, agreements, obligations and Indebtedness liabilities of the Parent under and or in respect of the Notes Note; and (c) the due and prompt payment and performance of all covenants, agreements, obligations and liabilities of the Guarantor under or in respect of this Agreement and the Note, all such obligations in subsections (a) through (c), whether now or hereafter existing, being referred to collectively as the “Obligations.” The Guarantor further agrees that all or part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from the Guarantor and such actions shall not affect the liability of the Guarantor hereunder. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by Parent to the Creditor under or in respect of the Note Purchase Agreementbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Parent.

Guaranty. Each (a) To induce the Lenders to make the Term Loans and extend other financial accommodations to the Borrowers thereunder, and to induce each other Secured Party to extend financial accommodations to or for the benefit of one or more Grantors, each Guarantor hereby irrevocablyhereby, jointly and severally, absolutely, unconditionally and jointly irrevocably, guarantees, as primary obligor and severally with the other Guarantors guarantees to each Noteholdernot merely as surety, the due full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in full accordance with any Loan Document, of (a) all Obligations of each Borrower and of the principal ofother Guarantors, Make-Whole Amount (if any)whether existing on the date hereof or hereafter incurred, prepayment premium (if any) created or arising and interest on (whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, and whether enforceable or unenforceable as against any Borrower or any of the other Guarantors, now or hereafter in effect, or due or to become due, including, without limitation, all principal, interest (including interest accruing at the then applicable rate provided in the Loan Agreement after the filing maturity thereof and interest accrued or accruing at the then applicable rate provided in the Loan Agreement upon the commencement or during the pendency of any petition in bankruptcyInsolvency Proceeding, regardless of whether such interest or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceedingInsolvency Proceeding), and any applicable Prepayment Premium in respect of the Term Loans, and all other amounts due monetary obligations of each Borrower and of the other Guarantors arising under, out of, in respect of or in connection with the Loan Agreement, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notesother Loan Documents, the Note Purchase Agreement including but not limited to fees, costs, expenses and indemnities, in all cases whether primary or any other Finance Document executed in connection therewith secondary, direct or indirect, absolute or contingent, liquidated or unliquidated, due or to become due, or now existing or hereafter incurred (all such obligations described in clauses (a) and (b) above are herein called collectively, the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and . (b) Each Guarantor’s Guaranty hereunder constitutes a continuing guaranty of payment and not of collectibility collection, and is in no way conditional or contingent upon a debt of each Guarantor for its own account. Accordingly, neither an Agent nor any attempt to collect from the Company or any other guarantor of the Notes other Secured Parties shall be obligated or required before enforcing this Guaranty against any Guarantor, to: (including, without limitationi) pursue any right or remedy any of them may have against any Borrower, any other Guarantor hereunderor any other Person or commence any suit or other proceeding against any Borrower, any other Guarantor or any other Person in any court or other tribunal; (ii) make any claim in a liquidation, bankruptcy or other Insolvency Proceeding of or in respect of any Borrower, any other Guarantor or any other Person; (iii) make demand of any Borrower, any other Guarantor or any other Person; or (iv) enforce or seek to enforce or realize upon any collateral security held by the Collateral Agent or any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay Secured Party which may secure any of such the Guaranteed Obligations, each Guarantor agrees to pay the same when due . (c) Any term or provision of this Agreement or any other Loan Document to the Noteholders entitled theretocontrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable under this Guaranty shall not exceed the maximum amount for which such Guarantor can be liable without demandrendering the obligations of such Guarantor under this Guaranty or any other Loan Document, presentmentas it relates to such Guarantor, protest subject to avoidance under Applicable Laws relating to fraudulent conveyance or notice fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, Section 548 of any kind, in lawful money Title 11 of the United States Code, and any applicable provisions of Americacomparable Applicable Laws) (collectively, pursuant the “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of the Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.2 hereof and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Guaranty. Notwithstanding the foregoing, this Section 2.1(c) is intended solely to preserve the rights of the Collateral Agent and the other Secured Parties hereunder to the requirements for payment specified in maximum extent that would not cause the Notes and the Note Purchase Agreement. Each default in payment obligations of any of Guarantor hereunder to be subject to avoidance under the Guaranteed Obligations Fraudulent Transfer Laws, and no Guarantor or any other Person shall give rise have any right or claim under this Section 2.1(c) or otherwise as against the Collateral Agent or any other Secured Party that would not otherwise be available to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. such Person under the Fraudulent Transfer Laws. (d) Each Guarantor agrees that the Notes issued in connection with Obligations may at any time and from time to time exceed the Note Purchase Agreement may (but need not) make reference to amount of the liability of such Guarantor hereunder without impairing this Guaranty Agreement. Each Guarantor agrees to pay or affecting the rights and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements remedies of any law firm or external counselSecured Party hereunder. (e) which such Noteholder This Guaranty shall remain in full force and effect until the Termination Date occurs, notwithstanding that from time to time during the term of the Loan Agreement no Guaranteed Obligations may incur or be subject to as a consequenceoutstanding. (f) No payment made by the Borrowers, direct or indirectany of the Guarantors, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement guarantor or any other Finance Document, together with all expenses resulting Person or received or collected by any Secured Party from the compromise or defense Borrowers, any of the Guarantors, any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement other guarantor or any other Finance Document Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, and each Guarantor shall, notwithstanding any such payment (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each other than any payment made by such Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Note Purchase AgreementGuaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Termination Date occurs.

Guaranty. Each The Guarantor hereby irrevocably, irrevocably and unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, holder the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and ), (b) any other sums which may become due under the terms and provisions of the Notes, Notes or the Note Purchase Agreement or any and (c) the performance of all other Finance Document executed in connection therewith obligations of the Company under the Note Purchase Agreement (all such obligations described in clauses (a), (b) and (bc) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed ObligationsObligations when due, each the Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each The Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each The Guarantor agrees to pay all reasonable and to indemnify documented costs and save each Noteholder harmless from and against any damage, loss, cost or expense expenses (including reasonable and documented attorneys’ fees of one special counsel for the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to holders, taken as a consequencewhole, direct or indirectand, of (x) any breach by such Guarantor, by any other Guarantor or if reasonably required by the Company of any warrantyRequired Holders, covenantone local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, term or condition infor the holders, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising taken as a result whole) incurred by the holders of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) Notes in connection with enforcing or defending (or determining whether or how to enforce or defend) the provisions of the Note Purchase Agreement, the Notes and this Guaranty Agreement. Each The Guarantor hereby acknowledges and agrees that such the Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness Debt under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each The Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors irrevocably guarantees to each Noteholderthe Agent, on behalf of the Lenders, the prompt payment when due (whether by scheduled maturity, acceleration or otherwise) and punctual payment in full performance of (a) the principal ofObligations and all interest and other sums in respect thereof, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any all other sums which may liabilities, obligations and indebtedness, direct or indirect, matured or unmatured, primary or secondary, absolute or contingent, due or to become due under the terms and provisions due, secured or unsecured of the NotesBorrower to the Lenders, now or hereafter owing or incurred (including without limitation, reasonable costs and expenses incurred by the Note Purchase Lenders in attempting to collect or enforce any of the foregoing) relating to the Loan Documents, accrued in each case to the date of payment hereunder, including without limitation the performance of all agreements, covenants and conditions of the Borrower set forth in the Loan Agreement or any and all other Finance Document executed in connection therewith (all such Loan Documents. The responsibilities and obligations of the Borrower to the Lenders described in clauses (a) and (b) above are herein called hereinafter referred to collectively as the “Guaranteed Obligations”). The guaranty in the preceding sentence .” This Guaranty is an absolute, present unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Guaranteed Obligations and not of collectibility collectability of the Guaranteed Obligations, and is in no way conditional or contingent conditioned upon any requirement that the Lenders first attempt to collect any of the Guaranteed Obligations from the Company Borrower or resort to any security or other guarantor means of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in obtaining payment of any of the Guaranteed Obligations shall give rise which the Lenders now have or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrower in the full and punctual payment and performance of the Guaranteed Obligations (after the passage of any applicable grace period), the liabilities and obligations of the Guarantor hereunder shall, at the option of the Lenders, become forthwith due and payable to a separate cause the Lenders without demand or notice of action any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or required by the Company Lenders on any number of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementoccasions.

Guaranty. (a) Each Guarantor hereby irrevocablyhereby, jointly and severally, absolutely, unconditionally and jointly and severally with irrevocably guarantees the other Guarantors guarantees to each Noteholderpunctual payment when due, whether at scheduled maturity or by acceleration, demand or otherwise, of all of its Guaranteed Obligations. Without limiting the generality of the foregoing, the due liability of each Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and punctual payment would be owed by any other Loan Party to any Secured Party under or in full respect of (a) the principal ofLoan Documents, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, Hedge Agreements or the commencement agreements governing Cash Management Obligations, in each case, giving rise to such Guaranteed Obligations (collectively, the “Guaranteed Documents”) but for the fact that they are unenforceable or not allowable due to the existence of any insolvencya bankruptcy, reorganization or like proceeding, whether or not similar proceeding involving such other Loan Party. This Guaranty is a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collection. (b) Each Guarantor, and by its acceptance of this Article 10, the Administrative Agent, on behalf of itself and each other Secured Party, hereby confirm that it is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor intention of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event all such Persons that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes this Article 10 and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to a separate cause the extent applicable to this Article 10 and the Guaranteed Obligations of action hereunder each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees the Guarantors hereby irrevocably agree that the Notes issued Guaranteed Obligations of each Guarantor under this Article 10 at any time shall be limited to the maximum amount as will result in connection with the Note Purchase Agreement may (but need not) make reference to Guaranteed Obligations of such Guarantor under this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost not constituting a fraudulent transfer or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement conveyance under Debtor Relief Law or any other Finance Document, together with all expenses resulting from the compromise or defense comparable provision of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementapplicable Law.

Guaranty. Each Guarantor In order to induce the Administrative Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, and in recognition of the direct benefits to be received by Parent from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent hereby irrevocably, agrees with the Guaranteed Creditors as follows: the Parent hereby and unconditionally and jointly and severally with the other Guarantors irrevocably guarantees to each Noteholder, the due Guaranteed Creditors the full and punctual prompt payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedingwhen due, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)upon maturity, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) , of any and (b) any other sums which may become due under the terms and provisions all of the Notes, Guaranteed Obligations to the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)Creditors. The guaranty in the preceding sentence This is an absolute, present and continuing a guaranty of payment and not of collectibility collection. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Parent, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is in no way conditional or contingent ever made upon any attempt to collect from the Company Guaranteed Creditor for repayment or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice recovery of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default amount or amounts received in payment or on account of any of the Guaranteed Obligations shall give rise to a separate cause and any of action hereunder and separate suits may be brought hereunder as each cause the aforesaid payees repays all or part of action arises. Each Guarantor agrees that the Notes issued in connection said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense such claimant (including the reasonable fees Borrower), then and disbursements in such event the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent, notwithstanding any revocation of this Parent Guaranty or other instrument evidencing any law firm liability of the Borrower, and the Parent shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or external counsel) which recovered to the same extent as if such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, amount had never originally been received by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementpayee.

Guaranty. Each Guarantor In consideration of, and in order to induce the Banks to make the Loans and the Issuing Bank to issue Letters of Credit hereunder, the Guarantors hereby irrevocablyabsolutely, unconditionally and irrevocably, jointly and severally with severally, guarantee the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of the Obligations, and all other obligations and covenants of the Company now or hereafter existing under this Agreement, the Notes and the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitationLoan Documents whether for principal, interest (including interest accruing after the filing of any petition in bankruptcy, or becoming owing both prior to and subsequent to the commencement of any insolvency, reorganization proceeding against or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingwith respect to the Company under any chapter of the Bankruptcy Code), Fees, commissions, expenses (including reasonable attorneys' fees and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration expenses) or otherwise) , and (b) any other sums which may become due under all reasonable costs and expenses, if any, incurred by the terms and provisions of the Notes, the Note Purchase Agreement Agent or any other Finance Document executed Bank in connection therewith with enforcing any rights under this Guaranty (all such obligations described being the "GUARANTEED OBLIGATIONS"), and agree to pay any and all reasonable expenses incurred by each Bank and the Agent in clauses enforcing this Guaranty; PROVIDED that notwithstanding anything contained herein or in any of the Loan Documents to the contrary, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount, PROVIDED FURTHER, each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Guarantors (aand the Company) and (b) above are herein called shall be fully liable for the “Guaranteed Obligations”)repayment thereof to the maximum extent allowed by applicable law. The guaranty in the preceding sentence This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent conditioned upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with Guaranteed Obligations may at any time and from time to time exceed the Note Purchase Agreement may (but need not) make reference to Maximum Guaranteed Amount of such Guarantor without impairing this Guaranty Agreement. Each Guarantor agrees to pay or affecting the rights and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect remedies of the Notes and the Note Purchase AgreementBanks hereunder.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly irrevocably guarantees to the Administrative Agent, each Lender, each Swing Line Lender, each L/C Issuer and severally each other Person from time to time holding or owed payment with respect to the Guaranteed Obligations (collectively, the “Guarantee Beneficiaries”) the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations and the punctual performance of all of the terms contained in the Loan Documents. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future Obligations which may be payable by the Borrowers to the Guarantee Beneficiaries under the Credit Agreement and any other Loan Document (and, in each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guarantee Beneficiary in connection with the other Guarantors guarantees collection or enforcement thereof (in each case, to each Noteholderthe extent required to be paid under the Credit Agreement)). Without limiting the generality of the foregoing, the due Guaranteed Obligations shall include any such indebtedness, obligations, and punctual payment liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor, any Borrower or any other guarantor under any Debtor Relief Law, and shall include interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of any individual Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. Without limiting the generality of the foregoing unconditional guarantee, for the avoidance of doubt, this Guaranty shall in full of no manner be released, discharged or otherwise affected or limited by (a) the principal any waiver, modification or amendment of, Make-Whole Amount (if any)or supplement to, prepayment premium (if any) any documentation governing the Guarantee Obligations, including the Credit Agreement and interest on (includingthe other Loan Documents, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty change in the preceding sentence is an absolutecorporate existence, present and continuing guaranty structure or ownership of payment and not of collectibility and is in no way conditional or contingent upon (x) any attempt to collect from the Company Borrower, any Guarantor or any other guarantor of the Notes Guaranteed Obligations or (includingy) any Guarantee Beneficiary, without limitation(c) the existence of any claim, set-off or other rights which any Guarantor may have at any time against any Borrower, any other Guarantor hereunder) Guarantee Beneficiary or upon any other actionentity, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued whether in connection with the Note Purchase Agreement may Loan Documents or with unrelated transactions; provided, that this clause (but need notc) make reference shall not prevent the assertion of such claim by separate suit or in a compulsory counterclaim, (d) any invalidity or unenforceability relating to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and or against any damage, loss, cost or expense (including Borrower for any reason relating to the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement Loan Documents or any other Finance Documentprovision of applicable law or regulation purporting to prohibit the payment by any Borrower, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement Guarantor or any other Finance Document and guarantor of any Guaranteed Obligations or (ze) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect act or omission to act or delay of the Notes and the Note Purchase Agreementany kind by any Borrower, any Guarantee Beneficiary or any other person.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (Net Loss, if any) , and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money the applicable currency of the United States of Americaobligation, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and (a) Guarantors jointly and severally with the other Guarantors guarantees to each Noteholderirrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) when the principal ofsame shall become due, Make-Whole Amount whether at stated maturity, by acceleration, demand or otherwise (if anyincluding amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company or any Subsidiary under Lender Swap Agreements, prepayment premium (if any) now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on (including, without limitation, interest accruing any portion of the Guarantied Obligations that accrues after the filing of any petition in bankruptcy, or the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or like arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, whether such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or not order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a claim for post-filing preference, fraudulent transfer or post-petition interest is allowed in such proceeding)otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations, Subject to the other amounts due underprovisions of this Section 1, upon the Notes failure of Company to pay any of the Guarantied Obligations when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligationsdue, each Guarantor agrees will upon demand pay, or cause to pay be paid, in cash, to Guarantied Party for the same when due ratable benefit of Beneficiaries, an amount equal to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money aggregate of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementunpaid Guarantied Obligations.

Guaranty. Each Guarantor hereby irrevocably(a) The Subsidiary Guarantors hereby, unconditionally and jointly and severally with severally, absolutely and unconditionally guarantee to the other Guarantors guarantees holders from time to each Noteholder, time of the due and punctual payment in full of Notes: (a) the full and prompt payment of the principal of, Make-Whole of all of the Notes and of the interest thereon at the rate therein stipulated and the Make‑Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (payable, whether at stated maturity by lapse of time, upon redemption or prepayment, by required or optional prepayment extension or by acceleration or otherwisedeclaration, or otherwise (including (to the extent legally enforceable) and interest due on overdue payments of principal, Make‑Whole Amount (if any) or interest at the rate set forth in the Notes), (b) any other sums which may become due the full and prompt performance and observance by the Obligors of each and all of the obligations, covenants and agreements required to be performed or observed by the Obligors under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement, and (c) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or the Note Purchase Agreement, including, without limitation, in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or the Note Purchase Agreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make‑Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectibility of such payments and that in consequence thereof each holder of the Notes may xxx each Subsidiary Guarantor directly upon such principal and interest becoming so due and payable. (b) The obligations of each Subsidiary Guarantor hereunder shall be limited to the lesser of (i) the obligations of the Obligors guaranteed hereunder, or (ii) a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), if and to the extent such Subsidiary Guarantor (or a trustee on its behalf) has properly invoked the protections of the Fraudulent Transfer Laws in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws.

Guaranty. Each Guarantor hereby irrevocably(a) In order to induce (i) the Lenders to extend credit to the -------- Borrower pursuant to the Credit Agreement, unconditionally (ii) the entry by the Selected Revolving Lenders into the Selected Revolving Lender Swap Contracts and (iii) the provision by the Selected Revolving Lenders of the Selected Revolving Lender Cash Management Services, the Guarantors jointly and severally with the other Guarantors guarantees to each Noteholderirrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (due, whether at stated maturity maturity, by acceleration, demand or by required or optional prepayment or by acceleration or otherwise) and otherwise (b) any other sums which may including amounts that would become due under but for the terms and provisions operation of the Notesautomatic stay under Section 362(a) of the Bankruptcy Code, the Note Purchase Agreement or any other Finance Document executed in connection therewith 11 U.S.C. (all such obligations described in clauses (aS) and (b) above are herein called the “Guaranteed Obligations”362(a)). The guaranty term "Guarantied Obligations" is used herein in the preceding sentence is an absolute, present its most comprehensive sense and continuing guaranty of payment includes any and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor all Obligations of the Notes (including, without limitationBorrower, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money and all obligations of the United States of AmericaBorrower, pursuant to the requirements for payment specified in the Notes LSIFCS and the Note Purchase Agreement. Each default in payment of any each Material Domestic Subsidiary of the Guaranteed Obligations shall give rise to a separate cause Borrower under the Selected Revolving Lender Swap Contracts and any and all obligations of action hereunder the Borrower and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued its Subsidiaries in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Selected Revolving Lender Cash Management Services, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, lossthe Selected Revolving Lender Swap Contracts, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default underSelected Revolving Lender Cash Management Services, this Guaranty Agreementand the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue the Obligations of the Borrower or from time to time renew them after they have been satisfied; provided, however, that obligations arising under or in connection with the Selected Revolving Lender Swap Contracts and the Selected Revolving Lender Cash Management Services shall be Guarantied Obligations only until the payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the Notes, cancellation or expiration of all Letters of Credit and the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect termination of the Notes and the Note Purchase AgreementCommitments.

Guaranty. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Make‑Whole Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing post‑filing or post-petition post‑petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor Guarantor, as primary obligor and not as surety, hereby irrevocably, unconditionally and jointly and severally with the other Guarantors irrevocably guarantees to each NoteholderObligee and its respective successors and permitted assigns (individually, a "Beneficiary" and, collectively, the due and punctual payment in full of "Beneficiaries") as their respective interests may appear: (a) the principal ofdue, Make-Whole Amount (if any), prepayment premium (if any) punctual and interest on full payment by Obligor of all amounts (including, without limitation, interest accruing after amounts payable as damages in case of an Event of Default and all such amounts which would become due but for the filing operation of any petition the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. ss.362(a) and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)) to be paid by Obligor in bankruptcy, or accordance with the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), Asset Use Agreement and any other amounts due underOperative Document whether such obligations now exist or arise hereafter, the Notes as and when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) in accordance with the terms thereof; and (b) any the due, prompt and faithful performance when due of, and compliance with, all other sums which may become due under obligations, covenants, terms, conditions and undertakings of Obligor contained in the terms and provisions of the Notes, the Note Purchase Asset Use Agreement or any other Finance Document executed Operative Documents to which Obligor is or is to be a party in connection therewith accordance with the terms thereof (all such obligations described referred to in clauses (a) and (b) above are herein being hereinafter called the “Guaranteed "Obligations”"). Guarantor further agrees to pay any and all reasonable costs and expenses (including reasonable fees and disbursements of counsel) that may be paid or incurred by any Beneficiary in collecting any Obligations and/or in preserving or enforcing any rights under this Guaranty or under the Obligations. The guaranty in the preceding sentence Guaranty is an absolute, present and continuing a guaranty of payment payment, performance and compliance and not of collectibility and collectability, is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) enforce performance or compliance by Obligor or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that the Company , and shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from binding upon and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject Guarantor without regard to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Asset Use Agreement or any other Finance Document Operative Document. If for any reason whatsoever Obligor shall fail or be unable duly, punctually and (z) enforcing fully to pay the Obligations as and when the same shall become due and payable or defending (to perform or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several comply with the other Guarantors and any other Person(sObligations when due to be performed or observed, in each case, in accordance with the Operative Documents, or if a Guaranty Event of Default (as defined herein) who may guarantee occurs Guarantor will immediately pay or cause to be paid the obligations and Indebtedness Obligations to the Person or Persons entitled to receive the same (according to their respective interests) under and in respect the terms of the Notes Operative Documents, as appropriate, or perform or comply with the Obligations or cause the same to be performed or complied with, together with interest on any amount due and owing from the Note Purchase Agreementdate the same shall have become due and payable to the date of payment at a rate equal to the Overdue Rate.

Guaranty. (a) Each Guarantor hereby irrevocablyabsolutely, unconditionally and jointly and severally with irrevocably guarantees the other Guarantors guarantees to each Noteholder, the due and punctual payment in full and performance, when due, whether at stated maturity, by acceleration or otherwise, of (a) the principal ofall Obligations, Make-Whole Amount (if any)whether absolute or contingent and whether for principal, prepayment premium (if any) and interest on (including, without limitation, interest accruing after that but for the filing existence of any petition in a bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingsimilar proceeding would accrue), and any other fees, amounts due underrequired to be provided as collateral, the Notes when and as the same shall become due and payable indemnities, expenses or otherwise (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notescollectively, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in Without limiting the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor generality of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligationsforegoing, each Guarantor agrees Guarantor’s liability shall extend to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Material Domestic Subsidiary of the Borrower to the Administrative Agent or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Material Domestic Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall give rise be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Funding Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference pursuant to this Guaranty Agreement. Each Section 2(b) shall be subrogated to the rights of such Funding Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements extent of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementpayment.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) The Guarantor hereby irrevocably and unconditionally, guarantees the punctual payment when due of all payment obligations of the Obligors under the Credit Agreement, up to a maximum amount as to principal ofof US$400,000,000 plus all interest, Make-Whole Amount fees, indemnities and other amounts payable under the Credit Agreement, including amounts that would become due but for the operation of the automatic stay under Section 362(c) of the United States Bankruptcy Code or similar provisions under the laws of the Bahamas, The Netherlands or other applicable law (if anycollectively, the "Guaranteed Obligations"). In the event that any of the Guaranteed Obligations ---------------------- shall not be paid when due within any specified grace period provided for in the Credit Agreement, prepayment premium (if any) and interest on (including, without limitation, interest accruing the Guarantor agrees to pay such Guaranteed Obligations within ten Business Days after the filing giving by the Administrative Agent to the Guarantor and the Process Agent named in Section 15 hereof of written notice (a "Demand") demanding payment by the Guarantor, provided that in the event any petition in bankruptcy, or such payment -------- is required to be made by the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due underGuarantor hereunder, the Notes when and as Guarantor may cause such obligation or liability to be paid on its behalf by any corporation affiliated with it, including the same Obligors, provided that the Guarantor shall become due and payable (whether at stated maturity nevertheless be unconditionally obligated to pay such obligation or by required liability if such affiliate, including the Obligors, shall fail timely to pay such obligation or optional prepayment or by acceleration or otherwise) and liability. (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing guaranty a guarantee of payment and not of collectibility and is in no way conditional performance or contingent upon any attempt to collect from the Company or any other guarantor collection. The obligation of the Notes (including, without limitation, Guarantor hereunder shall be independent of the obligation of any other Guarantor hereunder(as such term is defined in the Credit Agreement), all such obligations being joint and several. (c) or upon any other action, occurrence or circumstance whatsoever. In The Guarantor shall be subrogated to all rights of the event that Banks against the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice Obligors in respect of any kind, in lawful money of amounts paid by the United States of America, Guarantor pursuant to the requirements for payment specified in provisions of this Guaranty; provided, however, that the Notes and the Note Purchase Agreement. Each default in payment Guarantor shall not -------- ------- be entitled to enforce or receive any payments arising out of, or based upon, such right of any of subrogation until all the Guaranteed Obligations shall give rise to a separate cause of action hereunder have been irrevocably and separate suits indefeasibly paid in full and no Guaranteed Obligations may be brought hereunder as each cause of action arises. Each Guarantor agrees that arise in the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementfuture.

Guaranty. Each (i) Except as expressly set forth herein Guarantor hereby irrevocablyabsolutely, irrevocably and unconditionally agrees to and jointly hereby does guarantee to ARC the full, prompt and severally with the other Guarantors guarantees to each Noteholder, the due complete performance and punctual payment in full by Associate Branch of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing all of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due its obligations under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith ARA (all such obligations described in clauses (a) and (b) above are herein called obligations, collectively, the “Guaranteed Obligations”). The Subject to the terms hereof, Xxxxxxxxx agrees that this Guaranty is a guaranty of performance and payment and NOT of collection and that the liability of Guarantor is primary and unconditional. Accordingly, Guarantor agrees to pay the Obligations to ARC upon receipt of a written demand therefor, without any withholding, deduction, counterclaim (unless a compulsory counterclaim) or set-off for any reason or on any account whatsoever, subject to the terms hereof and provided that ARC shall not demand any of the Obligations until there has been a default by Associate Branch on such Obligations and notice of such default has been received by Guarantor and any applicable time and grace periods (as set forth in paragraph (v) of this Section III) have expired. Except for the notice and time and grace period requirements set forth in the preceding sentence is an absolutesentence, present and continuing this guaranty of payment and not of collectibility and is in no way conditional or contingent upon any requirement that ARC first attempt to collect any of the Obligations from Associate Branch or resort to any security or other means of obtaining payment of the Company Obligations. (ii) Guarantor hereby waives each and every defense that under principles of guarantee, suretyship or other similar law would otherwise operate to impair, delay or diminish Guarantor’s obligations hereunder; provided, however, that the foregoing waiver shall not in any way waive or prejudice any right or defense otherwise assertable in respect of any claimed Obligation. (iii) No delay on the part of ARC in exercising any of its options, powers or rights shall constitute a waiver thereof. Upon making any payment or performance with respect to any Obligations hereunder, Guarantor shall be subrogated to the right of ARC against Associate Branch with respect to such payment; provided that Guarantor shall not enforce any payment right by way of subrogation until the underlying Obligation has been paid in full. (iv) Guarantor’s obligations hereunder shall remain in full force and effect until all of the Obligations have been completely performed and paid in full. (v) Guarantor hereby waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or person against Associate Branch or any other guarantor corporation or person, except that no payment shall be sought from Guarantor under this Guaranty unless a notice of default has been served to Guarantor providing for a minimum cure period of 30 calendar days to remedy such default and indicating ARC’s intention to claim under this Guaranty in the Notes absence of remedy within such cure period. (includingvi) Guarantor represents, without limitationwarrants and covenants to ARC that this Guaranty (i) has been duly authorized, any executed and delivered by Guarantor, (ii) constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency or other Guarantor hereundersimilar laws affecting the enforcement of creditors’ rights generally and by equitable principles relating to the availability of equitable remedies, (iii) does not and will not violate or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay conflict with any of such Guaranteed ObligationsGuarantor’s organizational documents, each and will not violate or conflict with any material agreement by which it is bound, or any law to which Guarantor agrees to pay the same when due to the Noteholders entitled theretois subject, without demand, presentment, protest nor is any consent or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may approval required that has not been received or that will not be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued obtained in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damageexecution, lossdelivery or performance, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreementguaranty. (vii) Any and all disputes regarding the obligations of the Guarantor to ARC shall be resolved by the Travel Agent Arbiter, an arbitration forum established as an independent entity, in accordance with the Notesrules promulgated and published by the Travel Agent Arbiter, and the Note Purchase Agreement or any other Finance Document decision shall be final and (z) enforcing or defending (or determining whether or how binding; provided, however, that neither ARC nor Guarantor is precluded from seeking judicial relief to enforce a decision of the Travel Agent Arbiter, or defend) the provisions of to compel compliance with this Guaranty Agreement. Each Guarantor hereby acknowledges prior to the filing of an answer in a proceeding concerning such requirement before the Travel Agent Arbiter. (viii) This Guaranty shall be construed and agrees that such Guarantor’s liability hereunder is joint and several with interpreted according to the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect internal laws of the Notes Commonwealth of Virginia, excluding any choice of law rules that may direct the application of the laws of another jurisdiction. Any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Guaranty may only be brought in the United States District Court for the Eastern District of Virginia, Alexandria Division (or, if jurisdiction is there lacking, in a state court of cognizant jurisdiction in the County of Arlington, Commonwealth of Virginia). Guarantor consents and submits to the Note Purchase Agreementjurisdiction of such courts (and of the appropriate appellate court therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, actions or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on Guarantor anywhere in the world, whether within or without the jurisdiction of any such court.

Guaranty. Each The Guarantor hereby hereby, unconditionally, absolutely and irrevocably, unconditionally as a primary obligor and jointly and severally with the other Guarantors not merely as a surety, guarantees to each Noteholderthe Lenders, the punctual and complete payment when due in Dollars, whether at or after maturity, upon acceleration or otherwise, of all Obligations of the Borrowers to the Lenders under any and all of the Loan Documents, in each case, as such Obligations may from time to time be supplemented, increased, modified, amended, renewed and extended, whether evidenced by amendments, supplements, amendments and restatements or new or additional documents, including, without limitation, (i) the outstanding principal amount of the Loans along with any Exit Fees due and punctual payment in full of payable, (aii) all interest payable under the principal ofLoan Documents, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing at the rate set forth in Section 3.2 of the Subordinated Credit Agreement, after the filing Stated Maturity Date or interest that would otherwise have been owed by the Borrowers under the Loan Documents but the payment of any petition in which is unenforceable or not allowable due to the existence of a bankruptcy, or the commencement of any insolvencyliquidation, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)similar proceeding involving the Borrowers, and any late charges, fees or other amounts due underby reason of any later payment of interest, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (biii) any all other sums which may become sums, fees, costs, expenses and payments due under to the terms Lenders (including reasonable attorneys’ fees and provisions of costs and expenses) pursuant to the Notes, the Note Purchase Subordinated Credit Agreement or any of the other Finance Document executed in connection therewith Loan Documents (all such the obligations described in clauses (a) and (b) above are herein called hereinafter collectively referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing This Guaranty constitutes a guaranty of payment when due and not merely of collectibility collection, and is in no way conditional the Guarantor specifically agrees that it shall not be necessary or contingent upon required that any attempt to collect from Lender Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Company or any other guarantor of the Notes (including, without limitationBorrowers, any other Loan Party or any Collateral before or as a condition to the obligations of the Guarantor hereunder) or upon any other action. Notwithstanding the foregoing, occurrence or circumstance whatsoever. In the event that obligations of the Company Guarantor hereunder shall fail so be limited to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due a maximum aggregate amount equal to the Noteholders entitled thereto, without demand, presentment, protest greatest amount that would not render the Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or notice of any kind, in lawful money conveyance under Section 548 of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement Bankruptcy Code or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementapplicable state Law.

Guaranty. Each Guarantor hereby irrevocably(a) In order to induce Banks to extend credit to -------- Company pursuant to the Credit Agreement and the entry by Derivative/FX Lenders into the Lender Derivative/FX Contracts, unconditionally and Guarantors jointly and severally with the other Guarantors guarantees to each Noteholderirrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (aas hereinafter defined) when the principal ofsame shall become due, Make-Whole Amount whether at stated maturity, by acceleration, demand or otherwise (if anyincluding amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)). The term "Guarantied Obligations" is ---------------------- used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company and FinServ under Lender Derivative/FX Contracts, prepayment premium (if any) now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Derivative/FX Contracts, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue the Obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be advanced to it, that Lender Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on (including, without limitation, interest accruing any portion of the Guarantied Obligations that accrues after the filing of any petition in bankruptcy, or the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or like arrangement of Company or FinServ (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, whether such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or not order that may relieve Company or FinServ of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company or FinServ, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a claim for post-filing preference, fraudulent transfer or post-petition interest is allowed in such proceeding)otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other amounts due underprovisions of this Section 1, upon the Notes failure of Company or FinServ to pay any of the Guarantied Obligations when and as the same shall become due and payable (whether at stated maturity due, each Guarantor will upon demand pay, or by required or optional prepayment or by acceleration or otherwise) and cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the unpaid Guarantied Obligations. (b) any other sums which may become due under Anything contained in this Guaranty to the terms and provisions of the Notescontrary notwithstanding, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees under this Guaranty shall be limited to pay the same when due a maximum aggregate amount equal to the Noteholders entitled thereto, without demand, presentment, protest largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or notice conveyance under Section 548 of any kind, in lawful money Title 11 of the United States Code or any applicable provisions of Americacomparable state law (collectively, the "Fraudulent ---------- Transfer Laws"), in each case after giving effect to all other liabilities of ------------- such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to Company or other affiliates of Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (ii) under any guaranty which contains a limitation as to maximum amount similar to that set forth in this Section 1(b), pursuant to which the requirements for payment specified liability of such Guarantor hereunder is included in the Notes liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. (c) Each Guarantor under this Guaranty, and each guarantor under other guaranties, if any, relating to the Credit Agreement (the "Related Guaranties") ------------------ that contain a contribution provision similar to that set forth in this Section 1(c), together desire to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and equitable manner, their obligations ------------------------ arising under this Guaranty and the Note Purchase AgreementRelated Guaranties. Each default Accordingly, in the event any payment of or distribution is made on any date by a Guarantor under this Guaranty or a guarantor under a Related Guaranty, each such Guarantor or such other guarantor shall be entitled to a contribution from each of the Guaranteed Obligations shall give rise other Contributing Guarantors in the maximum amount permitted by law so as to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that maximize the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect aggregate amount of the Notes and the Note Purchase AgreementGuarantied Obligations paid to Beneficiaries.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with absolutely and unconditionally guaranties to Lender the full and prompt payment of all Obligations owed or hereafter owing to Lender by each Borrower. Each Borrower hereby absolutely and unconditionally guarantees to Lender the full and prompt payment of all Obligations owed or hereafter owing to Lender by each other Borrower. Notwithstanding any provision herein contained to the contrary, each Guarantor's and each Borrower's liability under this Section 11 (which liability of each Borrower is in any event in addition to amounts for which such Borrower is primarily liable under the other Guarantors guarantees Sections of this Agreement and the other Loan Documents) shall be limited to an amount not to exceed as of any date of determination the greater of: (A) in the case of each NoteholderBorrower and each Guarantor, the due net amount of all Loans advanced to any other Borrower under this Agreement and punctual then re-loaned or otherwise transferred to such Borrower or Guarantor; or (B) in the case of each Borrower and each Guarantor, the amount which could be claimed by Lender from such Borrower or Guarantor under this Section 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Borrower's or Guarantor's right of contribution and indemnification from the other Borrowers and Guarantors under subsection 11.2 hereof. Until all Obligations have been paid in full, this guaranty is and is intended to be a continuing, unconditional guaranty of payment of the Obligations, independent of and in full of (a) the principal ofaddition to any other guaranty, Make-Whole Amount (if any)endorsement, prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, collateral or the commencement of any insolvency, reorganization other agreement now or like proceedinghereafter held by Lender therefor or with respect thereto, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and furnished by Borrowers and/or any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor hereby irrevocably(a) To induce Lenders to make the Loans and each other Secured Party to make credit available to or for the benefit of one or more Grantors and for the applicable Secured Parties to enter into the Loan Documents, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and jointly irrevocably, as a primary obligor and severally with not only a surety, guarantees to Agent and the other Guarantors guarantees to each NoteholderSecured Parties and their respective successors and permitted assigns, the prompt and complete payment and performance by Borrowers and each other Grantor, as applicable, of the Guaranteed Obligations when due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at the stated maturity or earlier, by reason of acceleration, any mandatory prepayment required or optional prepayment or by acceleration pursuant to the terms of the Financing Agreement or otherwise) and ). (b) This Guaranty includes all present and future Guaranteed Obligations including any under transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Guaranteed Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (i) no such revocation shall be effective until written notice thereof has been received by Agent, (ii) no such revocation shall apply to any Guaranteed Obligations in existence on the date of receipt by Agent of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (iii) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of any member of the Lender Group in existence on the date of such revocation, (iv) no payment by any Guarantor, any Borrower, or from any other sums which may become due under source, prior to the terms date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of such Guarantor hereunder, and provisions (v) any payment by any Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the NotesGuaranteed Obligations as to which the revocation is effective and which are not, therefore, Guaranteed hereunder, and to the Note Purchase Agreement or any other Finance Document executed in connection therewith extent so applied shall not reduce the maximum obligation of such Guarantor hereunder. This Guaranty shall be binding upon each Guarantor, its successors and assigns and inure to the benefit of and be enforceable by Agent (all such obligations described in clauses (afor the benefit of the Lender Group) and its successors, transferees, or assigns. (bc) above are herein called the “Guaranteed Obligations”). The guaranty contained in the preceding sentence this Section 2 is an absolute, present and continuing a guaranty of payment and not of collectibility collection and is shall remain in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes full force and the Note Purchase Agreement. Each default in payment of any effect until all of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued have been Paid in connection with the Note Purchase Agreement may Full. (but need notd) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, No payment made by any Borrower, any of the Guarantors, any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement guarantor or any other Finance DocumentPerson, together with all expenses resulting or received or collected by Agent or the other Secured Parties from any Borrower, any of the compromise or defense of Guarantors, any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement other guarantor or any other Finance Document and Person, as applicable, by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the Liability of any Guarantor hereunder which Guarantor shall, notwithstanding any such payment (z) enforcing other than any payment received or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each collected from such Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and Guaranteed Obligations), remain liable for the Note Purchase AgreementGuaranteed Obligations until the Guaranteed Obligations are Paid in Full.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, any Make-Whole Amount due and payable after, and interest accruing after after, the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, \\DC - 047743/000003 - 12151411 v6 reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including but limited, in the case of legal fees and expenses, to the reasonable fees and disbursements documented out-of-pocket charges of one outside counsel representing the holders taken as a whole and, if reasonably required by the Required Holders, one counsel in any law firm or external counselrelevant jurisdiction representing the holders taken as a whole) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement; provided that no such indemnity shall be owing by the Guarantors if the applicable damage, loss, cost or expense is found by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such holder or of any affiliate of such holder. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.. Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement, each Guarantor hereby agrees that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this Guaranty Agreement shall be automatically amended to reduce the Guaranteed -2- \\DC - 047743/000003 - 12151411 v6

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment at all times of all Obligations, including, without limitation, (i) any outstanding Delayed Draw Term Loans (including all renewals, extensions, amendments, restatements and other modifications thereof) and earned interest and fees in relation thereto as set forth in the principal ofReimbursement Agreement (including any interest paid-in-kind or deferred, Make-Whole Amount (if anyany commitment fees, the prepayment premium set forth in Section 3.4 of the Reimbursement Agreement and any other consent or amendment fees), prepayment premium (ii) indemnification obligations in favor of the Guaranteed Parties relating to any losses or other claims of the Guaranteed Parties in connection with providing the Cash Collateral to the Issuer, and (iii) the obligation to provide replacement cash collateral to the Agent in an amount equal to the Cash Collateral that is in the Cash Collateral Accounts, and in each case whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower or any Guarantor under any Insolvency Law, and including interest that accrues after the commencement by or against the Borrower or any Guarantor of any proceeding under any Insolvency Law (collectively, the “Guaranteed Obligations”); provided that the Guarantor shall have no liability to make any payment under this Section 2(a) until the occurrence of a Guarantee Event; provided further that if anythe only Guarantee Event that has occurred is a Guarantee Event under clause (b) of the definition thereof, the Guarantor shall only be required to make payments of the Guaranteed Obligations under the Reimbursement Agreement and the Other Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise. (b) The books and records of the Agent and the books and records of each Guaranteed Party, showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be conclusive absent manifest error of the amount of the Obligations and the interest on accrued thereon and other payments due in respect thereof. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations, which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire, in law or in equity, in any way relating to any or all of the foregoing or otherwise. (c) The Guarantor further agrees to pay any and all expenses (including, without limitation, interest accruing after the filing all fees and disbursements of counsel) which may be paid or incurred by any petition Guaranteed Party in bankruptcyenforcing, or the commencement obtaining advice of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed counsel in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitationrespect of, any other Guarantor hereunder) rights with respect to, or upon collecting, any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any all of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. (d) The Guarantor agrees that the Notes issued in connection with Guaranteed Obligations may at any time and from time to time exceed the Note Purchase Agreement may (but need not) make reference to amount of the liability of the Guarantor hereunder without impairing this Guaranty Agreement. Each or affecting the rights and remedies of any Guaranteed Party hereunder. (e) The Guarantor agrees that whenever, at any time, or from time to pay and time, it shall make any payment to indemnify and save each Noteholder harmless from and against any damageGuaranteed Party on account of its liability hereunder, loss, cost or expense it will notify the Agent in writing that such payment is made under this Guaranty for such purpose. (including the reasonable fees and disbursements of any law firm or external counself) which such Noteholder may incur or be subject to The Guaranteed Obligations include as a consequencecomponent thereof, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or the obligation by the Company of any warranty, covenant, term or condition in, or Guarantor to provide replacement cash collateral to the occurrence of any default under, this Guaranty Agreement, Agent in an amount equal to the Notes, Cash Collateral that is in the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase AgreementCash Collateral Accounts.

Guaranty. Each Guarantor hereby irrevocablyGuarantor, unconditionally and jointly and severally with the each other Guarantors Guarantor, unconditionally and irrevocably guarantees to each Noteholderthe Holders the due, prompt and complete payment by the due and punctual payment in full Company of (a) the principal of, Make-Whole Amount (Amount, if any), prepayment premium (premium, if any) , LIBOR Breakage Amount, if any, and interest on (including, without limitation, including interest accruing after the filing of any petition in bankruptcy, or becoming owing subsequent to the commencement of any insolvencybankruptcy, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingsimilar proceeding involving the Company), and any each other amounts amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration declaration or otherwise) and (b) any other sums which may become due under in accordance with the terms and provisions of the Notes, Notes and the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) the Notes and (b) above are herein called the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Guaranteed Note Documents” and the amounts payable by the Company under the Note Documents (including any reasonable attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that If for any reason whatsoever the Company shall fail so or be unable duly, punctually and fully to pay any of such Guaranteed Obligationsamounts as and when the same shall become due and payable, each Guarantor agrees to pay the same when due to the Noteholders entitled theretoGuarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the Notes and the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company under the Note Documents. Each default in payment Guarantor, promptly after demand, will pay to the Holders the reasonable out-of-pocket costs and expenses of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to collecting such amounts or otherwise enforcing this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damageGuaranty, lossincluding, cost or expense (including without limitation, the reasonable fees and disbursements expenses of counsel. Notwithstanding the foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any law firm or external counsel) state law, in which case such Noteholder may incur or Guarantor shall be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, liable under this Guaranty Agreement, only for amounts aggregating up to the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees largest amount that would not render such Guarantor’s liability obligations hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness subject to avoidance under and in respect Section 548 of the Notes and the Note Purchase AgreementUnited States Bankruptcy Code or any comparable provisions of any state law.

Guaranty. Each Guarantor The Guarantors each hereby irrevocablyjointly and severally, absolutely, unconditionally and jointly irrevocably guarantee for the Guaranteed Parties, and severally with the other Guarantors guarantees to each Noteholdertheir respective successors, endorsees, transferees and assigns, the full and prompt payment when due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or maturity, by required or optional prepayment or by acceleration prepayment, declaration, acceleration, demand or otherwise) and (b) performance of the Obligations and any indebtedness, liabilities and other sums which may become obligations of each Borrower to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and provisions of “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the Notes, the Note Purchase Agreement commencement by or against any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing Obligations, indebtedness, liabilities and other Finance Document executed obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection therewith with this Guaranty (including any and all such obligations described in clauses (a) and (b) above are herein called amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. 10.1 Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderseverally, unconditionally, absolutely and irrevocably guarantees, as a primary obligor and not merely as surety, the due and punctual payment in of the full of principal required to be paid pursuant to the Note, the interest thereon (a) the principal ofincluding default interest thereon, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), Obligations and any other amounts moneys due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms Loan Documents, and provisions the due and punctual performance and observance of all of the Notesother terms, covenants and conditions of the Loan Documents, whether according to the present terms thereof, at any earlier or accelerated date or dates as provided therein, or pursuant to any extension of time or to any change or changes in the terms, covenants and conditions of the Loan Documents now or at any time hereafter made or granted. 10.2 Each Guarantor waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payment, notice of acceptance of this Agreement, non-payment at maturity and indulgences and notices of every kind, and consents to any and all forbearances and extensions of the time of payment under the Loan Documents, to any and all changes in the terms, covenants and conditions thereto hereafter made or granted and to any and all substitutions, exchanges or releases of all or any part of the Collateral, if any, it being the intention hereof that each Guarantor shall remain liable as principal until the full amount of all sums due and payable under the Loan Documents shall have been fully paid, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of the Guarantors, and without regard to the validity regularity or enforceability of the Loan Documents. 10.3 Each Guarantor agrees that the Guarantors shall have no right of subrogation whatsoever with respect to the aforesaid indebtedness or to any moneys due and unpaid thereon or any Collateral securing the same, unless and until Lender shall have received payment in full of all Obligations. 10.4 Each Guarantor agrees that the Guaranty provided for in this Section 10 may be enforced by Lender without first resorting to or exhausting any other security or Collateral or without first having recourse to the Note; provided, however, that nothing herein contained shall prevent Lender from suing on the Guaranty provided for in this Section 10. 10.5 Each Guarantor agrees that in the event the Guaranty provided for in this Section 10 is placed in the hands of an attorney for enforcement, the Guarantors shall be jointly and severally responsible to reimburse Lender for all reasonable expenses incurred, including, without limitation, reasonable attorneys’ fees. 10.6 Each Guarantor agrees that the Guaranty provided for in this Section 10 shall inure to the benefit of and may be enforced by Lender and any subsequent holder of the Note Purchase Agreement and their successors and assigns, and shall be binding upon and enforceable against each of the Guarantors and each of the Guarantors’ legal representatives, successors and assigns. 10.7 Each Guarantors acknowledge that the Guaranty provided for in this Section 10 and each Guarantor’s obligations under the Guaranty provided for in this Section 10 are and shall at all times continue to be absolute and unconditional in all respects and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Guaranty provided for in this Section 10 and the obligations of each Guarantor hereunder. 10.8 Each Guarantor agrees that the Guaranty provided for in this Section 10 sets forth the entire agreement and understanding of Lender and each Guarantor and each Guarantor absolutely, unconditionally and irrevocably waives any and all rights to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to the Guaranty provided for in this Section 10 or the obligations of any other person or party relating to the Guaranty provided in this Section 10 or the obligations of each Guarantor under the Guaranty provided for in this Section 10 in any action or proceeding brought by the holder hereof to collect the indebtedness or any portions thereof or to enforce the obligations of the each Guarantor under the Guaranty provided for in this Section 10. 10.9 Each Guarantor acknowledges that no oral or other Finance Document executed agreements, understandings, representations or warranties exist with respect to the Guaranty provided for in connection therewith (all such this Section 10 or with respect to the obligations described of each Guarantor under the Guaranty for in clauses (a) and (b) above are herein called this Section 10. 10.10 Each Guarantor agrees that the “Guaranteed Obligations”). The guaranty Guaranty provided for in the preceding sentence this Section 10 is an absolute, present and continuing a guaranty of payment and not of collectibility collection and is absolute and in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due contingent. 10.11 Notwithstanding anything to the Noteholders entitled theretocontrary in this Agreement, without demandGridSense shall have no obligation or liability as a Guarantor under the Loan Documents unless and until Gridsense, presentmentLender and Square 1 Bank shall have entered into a subordination agreement on terms and in a form reasonably satisfactory to Square 1 Bank, protest or notice subordinating the obligations of any kind, in lawful money of GridSense under the United States of America, pursuant Guaranty to the requirements for payment specified in obligations of GridSense to Square 1 Bank under the Notes existing accounts receivable financing agreement between GridSense and Square 1 Bank. Borrower and GridSense agree to use reasonable commercial efforts to obtain the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach aforementioned subordination by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase AgreementSquare 1 Bank.

Guaranty. Each ‌ (a) To the maximum extent permitted by applicable laws, Guarantor hereby irrevocablyabsolutely, unconditionally and jointly irrevocably guarantees, as primary obligor and severally not merely as surety, to Seller the due, complete and punctual performance by Buyer and CNOTP of all of Buyer’s and CNOTP’s obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or arising under or in connection with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). (b) If Buyer or CNOTP fails to pay or perform any Guaranteed Obligations, and Seller elects to exercise its rights under this Guaranty, Seller shall make a written demand on Guarantor (a “Demand”). The A Demand shall identify the provision of the Purchase Agreement or Operative Documents under which demand is being made and identify the basis of the demand and shall contain a statement that Seller is calling upon Guarantor under this Guaranty. A Demand conforming to the foregoing requirements will be sufficient notice to Guarantor to pay or perform under this Guaranty. (c) If Buyer or CNOTP fails to pay or perform the Guaranteed Obligations if and when due (including any applicable cure period), then upon receipt of a Demand in accordance with the provisions of clause (b) above, then Guarantor within ten (10) business days upon receipt of a Demand shall pay or perform, or cause to be paid or performed, the full amount of the Guaranteed Obligations regardless of whether any action is brought against Buyer or CNOTP. (d) This Guaranty shall continue to be effective or be reinstated if any payment to Seller from Buyer, CNOTP or any other Person on account of any of the Guaranteed Obligations is returned to Buyer, CNOTP or such other Person or is rescinded upon the insolvency, bankruptcy or reorganization of Buyer, CNOTP or such other Person. (e) Guarantor acknowledges and agrees that, with respect to any Guaranteed Obligations in respect of payments to be made in favor of Seller (the “Guaranteed Payment Obligations”), the guaranty in the preceding sentence is an absolute, present and provided pursuant to this Guaranty shall be a continuing guaranty of payment and not of collectibility collection and is in no way conditional shall not be conditioned or contingent upon the pursuit of any attempt to collect from the Company remedies against Buyer, CNOTP or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) Person. If Buyer or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified CNOTP defaults in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Payment Obligations shall give rise to a separate cause of action hereunder when due and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition inpayable, or the occurrence performance of any default underother Guaranteed Obligations when due, this Guaranty Agreementthen, the Notesin each case, the Note Purchase Agreement or Guarantor shall promptly make full payment of any Guaranteed Payment Obligations then due and unpaid and fully perform any other Finance DocumentGuaranteed Obligations then due. (f) No failure, together with all expenses resulting from the compromise delay or defense single or partial exercise by Seller of any claims of their rights or liabilities arising remedies under this Section 1.1 shall operate as a result waiver of any such breach rights or default, (y) any legal action commenced remedies. All rights and remedies under this Section 1.1 or allowed by applicable Laws shall be cumulative and exercisable from time to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementtime.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholderholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (Make‑Whole Amount, if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing post‑filing or post-petition post‑petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (instrument referred to therein) all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder holder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counselattorneys’ fees) which such Noteholder holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Documentinstrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. Each Guarantor hereby irrevocably3.1 The Guarantor, unconditionally and jointly and severally with the other Guarantors guarantees subject to each Noteholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions conditions set forth herein, hereby absolutely and unconditionally guarantees from its Funds to ODOT for its benefit and that of its successors and assigns the full and prompt payment of the Notes, Pataskala Guaranteed Amount. All payments by the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company hereunder shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, be made in lawful money of the United States of AmericaAmerica and shall be made solely and exclusively from its Funds. In the event that this Agreement shall come into effect after the occurrence of an Event of Default, pursuant the moneys shall be immediately due and payable to ODOT by the requirements for Guarantor. (i) Notwithstanding anything else contained herein or in any of the other ODOT Loan Agreements, in connection with its obligation to guaranty payment specified due from the District, the Guarantor: a. Shall not be required to encumber or otherwise set aside any Funds until such time as the first payment from the District to ODOT is due under the State Loan Note (“the First Due Date”) and agrees to prioritize its obligation hereunder prior to budgeting any other debt repayment from the Funds; and b. Starting on the First Due Date and during the remaining term of the State Loan Note, shall only be required to encumber Funds sufficient to pay the amount of the principal and interest due under the State Loan Note in the Notes fiscal year when such principal and interest is due which, in all events, shall be no more than the amount of principal and interest due under the State Loan Note in any given twelve (12) month period. 3.2 The obligations of Guarantor under Section 3.1 of this Agreement shall be absolute, unconditional, present and continuing guaranties of payment and performance from the Funds, and shall remain in full force and effect until provision has been made in accordance with the ODOT Loan Agreement and the ODOT Loan Note Purchase Agreementfor the payment of the entire sum due on the State Loan and the State Loan Note. Each default in payment This obligation shall not be affected, modified or impaired upon the happening from time to time of any event, whether or not with notice to or consent of ODOT or the Guarantor. 3.3 This Guaranty is an unconditional and absolute guaranty, irrespective of the validity, regularity or enforceability of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement Loan Documents or any other Finance Documentcircumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. No counterclaim, together with all expenses resulting from the compromise set off, reduction of an obligation or defense of any claims kind which the Guarantor may have or liabilities arising as a result assert against ODOT shall affect, modify or impair the Guarantor’s obligations hereunder. 3.4 The Guarantor acknowledges that ODOT is making the loan to the District of any such breach the Loan Amount in reliance upon this Guaranty and the representations, warranties, covenants and agreements of the Guarantor made herein. 3.5 No amendment, change, modification, alteration or default, (y) any legal action commenced to challenge the validity or enforceability termination of this Guaranty Agreement, the NotesODOT Loan Agreement, the Note Purchase Agreement ODOT Loan Note, or any other Finance ODOT Loan Document shall in any way increase the burden of Guarantor’s obligations under this Article III unless the written consent of the Guarantor thereto has first been obtained. 3.6 No remedy conferred upon or given to ODOT under Article IV is intended to be exclusive of any other available remedy or remedies but each and every such remedy shall be cumulative and shall be in addition to every other remedy under this Article III or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance under this Article III shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order for ODOT to exercise any remedy, reserved or given to it in this Article III, it shall not be necessary to give any notice other than such notice as may be herein expressly required. 3.7 If any provision contained in this Article III should be breached by either party hereto and thereafter duly waived by the other party so empowered to act, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 3.8 No waiver, amendment, release or modification of this Article III shall be established by conduct, custom or course of dealing but solely by instrument in writing duly executed by the Guarantor and ODOT. 3.9 The Guarantor, forthwith upon learning of any of the following, shall deliver written notice thereof to ODOT describing the same: (z) enforcing or defending (or determining whether or how to enforce or defendi) the provisions occurrence of this Guaranty Agreement. Each an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both; or (ii) any action, suit or proceeding by or against the Guarantor hereby acknowledges at law or in equity, or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially and agrees that such adversely affect the Guarantor’s liability hereunder is joint and several with ability to perform under this Agreement. 3.10 The Guarantor shall not enter into any agreement containing any provision which would be violated or breached by the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect performance of the Notes and Guarantor’s obligations hereunder or under any instrument or document delivered or to be delivered by the Note Purchase AgreementGuarantor hereunder or in connection herewith. In addition, the Guarantor shall agree to subordinate any future pledge of the Funds if in any one calendar year the expected amount of the Funds generated when divided by the scheduled annual debt service of all outstanding obligations secured by the Funds are equal or less than 1.5.

Guaranty. Each (a) The Parent Guarantor hereby irrevocablyabsolutely, unconditionally unconditionally, and jointly and severally with the other Guarantors irrevocably guarantees to each Noteholder, of the due and punctual payment in full of holders: (ai) the full and prompt payment of the principal of, of and interest on the Notes and Make-Whole Amount (Amount, if any, when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, and the prompt payment of all sums that may now be or may hereafter become due and owing under the Notes, this Agreement, or any Subsidiary Guaranty; (ii) the payment of all Parent Guaranty Enforcement Costs (as defined in Section 23.3 below); and Terreno Realty LLC Note Purchase Agreement (iii) the full, complete, and punctual observance, performance, and satisfaction of all of the obligations, duties, covenants, and agreements of the Company under this Agreement. All amounts due, debts, liabilities, and payment obligations described in subparagraph (i) of this Section 23.1(a) are referred to herein as the “Guaranteed Note Indebtedness.” All obligations described in subparagraph (iii) of this Section 23.1(a) are referred to herein as the “Parent Guaranty Obligations.” (b) In the event of any default by the Company in making payment of the Guaranteed Note Indebtedness, or in performance of the Parent Guaranty Obligations, as aforesaid, in each case beyond the expiration of any applicable grace period, the Parent Guarantor agrees, on demand by the holders, to pay all the Guaranteed Note Indebtedness and to perform all the Parent Guaranty Obligations as are then or thereafter become due and owing or are to be performed under the terms of the Notes and this Agreement. (c) The Parent Guarantor does hereby waive (i) any and all notices and demands of every kind that may be required to be given by any law, (ii) any defense or right of set-off that the Parent Guarantor may have against the Company or that Parent Guarantor or the Company may have against any holder of a Note, (iii) presentment for payment, demand for payment (other than as provided for in paragraph (b) above), prepayment premium notice of nonpayment (if anyother than as provided for in paragraph (b) above) or dishonor, protest and interest notice of protest, diligence in collection and any and all formalities that otherwise might be legally required to charge the Parent Guarantor with liability, (iv) any defense based on (including, without limitation, interest accruing after the filing failure by the holders to inform the Parent Guarantor of any petition in bankruptcyfact that the holders may now or hereafter know about the Company, the Notes, this Agreement, or the commencement transactions contemplated by this Agreement, it being understood and agreed that the holders have no duty so to inform and that the Parent Guarantor is fully responsible for being and remaining informed by the Company of any insolvencyall circumstances bearing on the existence or creation, reorganization or like proceeding, whether the risk of nonpayment of the Guaranteed Note Indebtedness or not a claim for post-filing or post-petition interest is allowed in such proceeding)the risk of nonperformance of the Parent Guaranty Obligations, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (bv) any other sums which may become due under the terms and provisions all right to cause a marshalling of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty assets of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of action by any court or governmental body with respect thereto, or to cause the Notes (including, without limitation, holders to proceed against any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued security given another holder in connection with the Guaranteed Note Indebtedness or the Parent Guaranty Obligations. The holders shall have no obligation to disclose or discuss with the Parent Guarantor such holder’s assessment of the financial condition of the Company. The Parent Guarantor acknowledges that no representations of any kind whatsoever have been made by the holders to the Parent Guarantor, except as expressly set forth in Section 6 herein. (d) The Parent Guarantor further agrees that its liability as guarantor shall in no way be impaired by any renewals or extensions that may be made from time to time, with or without the knowledge or consent of the Parent Guarantor of the time for payment of interest or principal under a Note or any Make-Whole Amount or by any forbearance or delay in collecting interest or principal under a Note, or by any waiver by any holder, or by any holder’s failure or election not to pursue any other remedies it may have against the Company, or by any change or modification in a Note, this Agreement, any Subsidiary Guaranty, or by the acceptance by any holder of any security or any increase, substitution or change therein, or by the release by any holder of any security or any withdrawal thereof or decrease therein, or by the application of payments Terreno Realty LLC Note Purchase Agreement may (but need not) make reference received from any source to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements payment of any law firm obligation other than the Guaranteed Note Indebtedness, (unless such payment was expressly directed to be applied to the Guaranteed Note Indebtedness and such direction was made in accordance with this Agreement) even though a holder may lawfully have elected to apply such payments to any part or external counsel) which such Noteholder may incur or be subject to all of the Guaranteed Note Indebtedness, it being the intent hereof that Parent Guarantor shall remain liable as a consequenceprincipal for payment of the Guaranteed Note Indebtedness and performance of the Parent Guaranty Obligations until all Indebtedness has been paid in full and the other terms, direct or indirect, covenants and conditions of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, any Subsidiary Guaranty and this Section 23 have been performed, notwithstanding any act or thing that might otherwise operate as a legal or equitable discharge of a surety. The Parent Guarantor further understands and agrees that the Note Purchase holders may at any time enter into agreements with the Company to amend or modify a Note, this Agreement or any other Finance DocumentSubsidiary Guaranty and may waive or release any provision or provisions of a Note, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document Subsidiary Guaranty and, with reference to such instruments, may make and (z) enforcing enter into any such agreement or defending (agreements as the holders and the Company may deem proper and desirable, without in any manner impairing the guaranty in this Section 23 or determining whether any of the holders’ rights hereunder or how to enforce or defend) any of the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Parent Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreementhereunder.

Guaranty. Each Buyer Guarantor hereby irrevocablyfully guarantees the due and prompt performance, unconditionally payment and discharge when due of, agrees to cause Buyer from and after the Closing to perform when due, and shall be jointly and severally liable with the other Guarantors guarantees to each Noteholder, Buyer for the due and punctual performance, payment and discharge of, each and every obligation of Buyer from and after the Closing) arising under this Agreement and the Related Agreements (collectively, the “Buyer Guaranteed Obligations”), including the payment of the Purchase Price and Buyer’s indemnification obligations under Article XI. To the extent permitted by applicable Law, the Buyer Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Buyer Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Buyer under this Agreement or any of the Related Agreements, or pursuit of any other right or remedy against any Buyer through the commencement of Proceedings or otherwise. With respect to its obligations hereunder, to the extent permitted by applicable Law, Buyer Guarantor expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever. Buyer Guarantor acknowledges and agrees that its obligations hereunder shall continue in full force and effect, without notice from any other party or Buyer in the event the obligations of Buyer or Seller under this Agreement or any of the Related Agreements are amended or in any way modified, and that the Buyer Guaranteed Obligations shall continue and shall apply in full to such amended obligations of Buyer or Buyer Guarantor as though the amended terms had been part of this Agreement or any of the Related Agreements, as applicable, from the original date of execution thereof. Buyer Guarantor waives any right to require that any resort be had by Seller (a) against Buyer for any of the principal ofBuyer Guaranteed Obligations or (b) against any other right or remedy available to Seller by contract, Make-Whole Amount (if any)applicable Law or otherwise. Buyer Guarantor waives and relinquishes all defenses of a guarantor or surety, prepayment premium (if any) whether now existing or hereafter arising and interest on whether known or unknown, and Buyer Guarantor agrees that the validity of this Section 12.14 and its obligations hereunder shall not be affected, diminished, limited or impaired by any event whatsoever, including, without limitation, any defenses available to Buyer under applicable laws relating to insolvency, bankruptcy or relief for debtors (including, without limitation, interest accruing after the filing of any petition in bankruptcyBankruptcy Code, 11 U.S.C. §101 et. seq., as amended) or otherwise, or any limitations on Buyer’s liabilities or Seller’s right to recover damages from Buyer under the commencement of any insolvencyBankruptcy Code, reorganization or like proceeding11 U.S.C. §101 et. seq., whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)as amended, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt No failure to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay assert any of such Guaranteed Obligationsits rights or remedies against Buyer, each Guarantor agrees to pay extension of time for the same when due to the Noteholders entitled theretosatisfaction of Buyer’s obligations hereunder, without demandor other indulgence, presentmentforbearance, protest modification, addition, waiver or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment amendment of any of the terms of this Agreement shall affect Buyer Guarantor’s liability hereunder. In connection with the Buyer Guaranteed Obligations shall give rise Obligations, Buyer Guarantor hereby represents and warrants to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees Parent that the Notes issued value of the consideration received, and to be received, by Buyer Guarantor in connection with the Note Purchase Agreement Contemplated Transactions is worth at least as much as the liabilities and obligations of Buyer Guarantor under this Section 12.14, and that such liabilities and obligations are expected to benefit Buyer Guarantor either directly or indirectly. Buyer Guarantor hereby irrevocably appoints the following person as its attorney, upon whom may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and be served any notice, process or pleading in any action or proceeding against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition init arising out of, or the occurrence of any default underin connection with, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense and consents to service of any claims or liabilities arising as a result of any process upon such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several person with the other Guarantors and any other Person(s) who may guarantee same effect as if the obligations and Indebtedness under and in respect of the Notes and the Note Purchase AgreementBuyer Guarantor had been served lawfully with such process: Copec Inc., c/o The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.