Common use of Guaranty Clause in Contracts

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby severally absolutelyacknowledged, each of the Guarantors hereby irrevocably and unconditionally guarantees (the "Guaranty"), jointly and irrevocably guarantees for severally, to each Holder of a Security authenticated and delivered by the Guaranteed Parties, Trustee and their respective successors, endorsees, transferees to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company under this Indenture or the Securities, that: (w) the principal and premium (if any) of and interest on the Securities will be paid in full and prompt payment when due (due, whether at stated maturitythe Maturity Date or Interest Payment Date, by required prepayment, declaration, acceleration, demand call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (x) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties Holders or the Trustee under this Indenture or the Securities will be promptly paid in connection full or performed, all in accordance with the Term Loan Agreementterms of this Indenture and the Securities; and (y) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be jointly and severally obligated to pay the same before failure so to pay becomes an Event of Default. If the Company or a Guarantor defaults in the payment of the principal of, premium, if any, or interest on, the Term Notes Securities when and as the other Loan Documentssame shall become due, including all unpaid principal whether upon maturity, acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, without the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable necessity of action by the Borrower to the Guaranteed Parties thereunderTrustee or any Holder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 each Guarantor shall be an allowed or disallowed claim under any Debtor Relief Lawrequired, jointly and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming severally, to promptly make such Person as the debtor payment 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsfull.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Borrowers to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower Borrowers to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower Borrowers 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 BorrowerBorrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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) of (a) all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other payment obligations of the each Designated Borrower (now existing or hereafter arisingarising pursuant to Section 2.18 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentDocument and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption). The terms “indebtedness,” “liabilities” and “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 LawLaws, and including interest interest, expenses and fees that accrues accrue after the commencement by or against the any Designated 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 each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1412), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Subsidiary Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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) of (a) all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower each Loan Party (now existing or hereafter arisingarising pursuant to Section 2.18 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of L/C Obligations, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentDocument and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption). The terms “indebtedness,” “liabilities” and “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 interest, expenses and fees that accrues accrue after the commencement by or against the 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 indebtedness, liabilities and other obligations of the each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Subsidiary Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesLender, and their respective its 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Obligor to the Guaranteed Parties under Lender, whether created under, arising out of or in connection with the Term Loan Agreement, the Term Notes and the other Loan DocumentsFacilities Agreements or otherwise, including all unpaid principal of under the LoansFacilities Agreements, all interest accrued thereon, all fees due under the Term Loan Agreement Facilities Agreements and all other amounts payable by the Borrower Obligor to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 in any Debtor Relief LawInsolvency Proceeding, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof Credit Party of any proceeding under any Debtor Relief Laws Insolvency Proceeding naming such Person as the debtor in such proceedingInsolvency Proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerObligor, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, irrevocably and unconditionally guarantees the due, punctual and irrevocably guarantees complete payment and performance of each and every obligation of Purchaser under the Limited Notice to Proceed and work under and pursuant to the Contracts occurring on or before the Financial Close for the Guaranteed PartiesProject, whether such obligation presently exists or is created, incurred or arising from time to time hereafter, all as and their respective successorswhen required to be performed under the Limited Notice to Proceed and the Contracts, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of in all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or respects strictly in connection accordance with the Term Loan Agreementterms, conditions and limitations contained in the Term Notes Limited Notice to Proceed and the other Loan DocumentsContracts (collectively, 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”), and agrees that if for any reason whatsoever Purchaser shall fail or be unable to duly, punctually and fully pay or perform any Guaranteed Obligation as and when due, Guarantor shall, in the event of a Purchaser Event of Default in performance of any of the Guaranteed Obligations by Purchaser under the Limited Notice to Proceed and the Contracts, upon written demand of IFCO, with prior written notice to Purchaser, forthwith pay or perform or cause to be performed such Guaranteed Obligation, without regard to any exercise or non-exercise by IFCO of any right, remedy, power or privilege under or in respect of the Limited Notice to Proceed and the Contracts against Purchaser. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, a termination of the Limited Notice to Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or before the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s obligations hereunder. This Guaranty is a guarantee of payment and performance and not of collection. All payments by Guarantor hereunder shall be made by deposit of immediately available funds to an account identified by IFCO. The Guarantor hereby guarantees that payments hereunder shall be made in U.S. Dollars and in the manner required for the relevant payment due from Purchaser under the Limited Notice to Proceed. This Guaranty shall continue in full force and effect until the earlier of (i) Financial Close for the Project or (ii) Purchaser or Guarantor shall have satisfactorily performed or fully discharged all of the Guaranteed Obligations; provided, however notwithstanding any provision in this Guaranty to the contrary, Guarantor shall have the full benefit of all defenses, setoffs, counterclaims, reductions, diminution or limitations of any Guaranteed Obligations available to Purchaser pursuant to or arising from the Limited Notice to Proceed and the Contracts or otherwise and Guarantor’s obligations and liability arising from this Guaranty shall be no greater than that of Purchaser under the Limited Notice to Proceed and the portions of the Contracts to be performed prior to the Financial Close for the Project.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the each Borrower (now existing or hereafter arisingarising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of L/C Obligations, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the 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 indebtedness, liabilities and other obligations of the each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor Credit Party hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, guaranties the full and prompt payment and performance when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , and at all times thereafter, of any and all (present and not merely a lesser future Secured Debt of any type or proportional part of) nature of any Credit Party to Agent and the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Lenders arising under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan related to this Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with or any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation Document and/or any and all advancesone or more of them, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not to become due, absolute matured or contingentunmatured, liquidated or unliquidated, determined or undeterminedcontingent or noncontingent, including obligations of performance as well as obligations of payment, including interest on any of the foregoing whether accruing before or after any bankruptcy or insolvency case or proceeding involving any Credit Party or any other Person and, if interest on any portion of such obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, including such interest as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and whether recovery upon further agrees to pay all expenses (including reasonable attorneys’ fees and legal expenses) paid or incurred by Agent in endeavoring to collect any of the foregoing, or any part thereof, and in enforcing the obligations of such indebtednessCredit Party (collectively, liabilities and obligations may be the “Liabilities”). Each Credit Party agrees that, in the event of the dissolution, bankruptcy or hereafter insolvency of any Credit Party, or the inability or failure of any Credit Party to pay debts as they become unenforceable due, or shall be an allowed assignment by Borrowers for the benefit of creditors, or disallowed claim the commencement of any case or proceeding in respect of Borrowers under any Debtor Relief Lawbankruptcy, insolvency or similar laws, and including interest that accrues after if such event shall occur at a time when any of the commencement Liabilities may not then be due and payable, such Credit Party will pay to Agent, for the benefit of the Lenders, forthwith the full amount which would be payable hereunder by or against such Credit Party if all Liabilities were then due and payable. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty of payment and performance (and not of collection), and shall remain in full force and effect (notwithstanding, without limitation, the Borrower or any Affiliate thereof dissolution 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 (including any and all amounts due under Section 14Credit Party), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. Guarantor hereby unconditionally and irrevocably -------- guarantees to each Beneficiary as their respective interests may appear: (a) Each Guarantor hereby severally absolutelythe due, unconditionally punctual and irrevocably guarantees for the Guaranteed Parties, and 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) Lessee of all amounts (and not merely a lesser or proportional part of) the indebtednessincluding, liabilities and other obligations without limitation, amounts payable as damages in case of the Borrower (now existing or hereafter arisingdefault) to be paid by Lessee pursuant to the Guaranteed Parties under or in connection with the Term Loan Construction Agency Agreement, the Term Notes Lease, the Participation Agreement and any other Operative Documents to which Lessee is or is to be a party, whether such obligations now exist or arise hereafter, as and when the other Loan Documentssame shall become due and payable, including all unpaid principal of in accordance with the Loansterms thereof; and (b) the due, prompt and faithful performance of, and compliance with, all interest accrued thereonother obligations, all fees due under covenants, terms, conditions and undertakings of Lessee contained in the Term Loan Construction Agency Agreement, the Lease, the Participation Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with or any other Loan DocumentOperative 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"). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation Guarantor further --- ----------- agrees to pay any and all advancesreasonable 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, debtsperformance and compliance and not of collectability, obligations and liabilities, whether now existing is in no way conditioned or hereafter arising, whether voluntary contingent upon any attempt to collect Guaranty from or involuntary and whether due enforce performance or not due, absolute or contingent, liquidated or unliquidated, determined or undeterminedcompliance by Lessee, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed binding upon and against Guarantor without regard to the validity or disallowed claim under any Debtor Relief Lawenforceability of the Construction Agency Agreement, and including interest that accrues after the commencement by or against Lease, the Borrower Participation Agreement or any Affiliate thereof of other Operative Document. If for any proceeding under reason whatsoever Lessee 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 Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtednessobligation, liabilities and other obligations of the Borrowercovenant, and all other indebtednessterm, liabilities and obligations condition or undertaking, Guarantor will immediately pay or cause to be paid such amounts to the Person or Persons entitled to receive the same (according to their respective interests) under the terms of the Operative Documents, as appropriate, or perform or comply with any such obligation, covenant, term, condition or undertaking or cause the same to be performed by or complied with, together with interest on any amount due and owing from the Guarantors in connection with this Guaranty (including any date the same shall have become due and all amounts due under Section 14), shall hereinafter be collectively referred payable to as the “Guaranteed Obligationsdate of payment.”

Guaranty. (a) Each Guarantor The Parent hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesObligations, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, under the Credit Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, liabilities and obligations Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or any Credit Party under Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). Any Lender Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. 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 Parent under this Guaranty, and the Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Parent 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 United States federal or state law, or applicable foreign law.”

Guaranty. (a) Each Subject only to Section 9 hereof, the Guarantor hereby severally guarantees to the Lenders and the Administrative Agent, absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesirrevocably, and their respective successors, endorsees, transferees and assignswithout limitation as to amount, the full and prompt performance and payment when due (whether at a stated maturity, maturity or earlier by required prepayment, declaration, acceleration, demand reason of acceleration or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 LC Exposure and all other amounts payable Obligations (as each such term is defined in the Credit Agreement), including, without limitation, principal, interest and fees, and all other liabilities and obligations now or hereafter owing by the Borrower to the Guaranteed Parties thereunderLenders under the Credit Agreement, in connection therewiththe Notes and other relevant Loan Documents, including, without limitation, indemnities, reasonable attorneys’ fees, filing and in connection with recording costs, out-of-pocket expenses, collection costs and other amounts payable under the Loan Documents, including any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and such liabilities, whether now existing indebtedness or hereafter arisingobligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether voluntary or involuntary and whether due or not due, absolute allowed or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon allowable in such indebtedness, proceeding (all of the foregoing 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 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 (including any and all amounts due under Section 14), shall being hereinafter be collectively referred to as the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, the Guarantor, 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, at the place specified in the Credit 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 the Credit Agreement) 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, including, without limitation, the reasonable fees and 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 state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.”

Guaranty. (a) Each Guarantor The Parent hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesObligations, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, under the Credit Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, liabilities and obligations Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or any Credit Party under Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). Any Lender Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. 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 Parent under this Guaranty, and the Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Parent 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 United States federal or state law, or applicable foreign law. Notwithstanding the foregoing, the Guaranteed Obligations shall not include any Excluded Swap Obligations.”

Guaranty. (a) Each Guarantor hereby In order to induce Lenders to extend credit to Borrower pursuant to the Credit Agreement and Hedge Providers to enter into the Lender Hedge Agreements, Guarantors jointly and severally absolutelyirrevocably and unconditionally guaranty, unconditionally as primary obligors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsnot merely as sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtednessBankruptcy Code, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document11 U.S.C. ss. 362(a)). The terms “indebtedness,” “liabilities” and “obligations” are term "GUARANTIED OBLIGATIONS" is used herein in their its most comprehensive sense and include without limitation includes any and all advancesObligations of Borrower and all obligations of Borrower under Lender Hedge Agreements, debtsnow or hereafter made, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon however arising under or in connection with the Credit Agreement, the Lender Hedge Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such indebtedness, liabilities and obligations of Borrower or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be or hereafter become unenforceable or shall advanced to it, that Letters of Credit may be an allowed or disallowed claim under 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 any Debtor Relief Law, and including interest portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of 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, 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 against order that may relieve Borrower of any portion of such Guarantied Obligations. In the Borrower event that all or any Affiliate thereof portion of any proceeding under any Debtor Relief Laws naming such Person the Guarantied Obligations is paid by Borrower, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the debtor case may be, in the event that all or any part of such proceeding. The foregoing indebtednesspayment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, liabilities fraudulent transfer or otherwise (and other obligations of the Borrowerwhether by litigation, demand, settlement or otherwise), and all other indebtedness, liabilities and obligations any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. All payments to be paid or performed by the Guarantors made hereunder shall be made in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred immediately available funds to as the “Guaranteed ObligationsAdministrative Agent at Administrative Agent's Office.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesBank, and their respective its 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under Bank, whether created under, arising out of or in connection with the Term Loan Credit Agreement, the Term Notes and Note or any of the other Loan Documents, including all unpaid principal of the LoansAdvances, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, Bank thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” ”, “liabilities” and “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 commencement by United States Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. 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 Guarantor in connection with this Guaranty (including any and all amounts due under Section 14)Guaranty, shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutelyhereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees for the Guaranteed Parties, performance and their respective successors, endorsees, transferees and assignsnot merely as a guaranty of collection or as a surety, the full and prompt payment in full in cash when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of all (Obligations and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 any and all other amounts payable by the Borrower to the Guaranteed Parties thereunderexisting and future indebtedness and liabilities of every kind, in connection therewithnature and character, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of any Loan Party arising under (i) any Loan Document or otherwise with respect to any Loan or Letter of Credit, (ii) any Secured Swap Agreements and (iii) any Secured Treasury Management Agreements (in each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any holder of the Obligations in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, Obligations and other indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against such Guarantor, Borrower or any other Loan Party under any Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof other Loan Party of any proceeding under any Debtor Relief Laws naming whether or not the claim for such Person as the debtor interest is allowed in such proceeding. The foregoing indebtednessproceeding (collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary herein or in any Loan Document, “Guaranteed Obligations” shall not include, with respect to any Loan Party, any Excluded Swap Obligations of such Loan Party.”

Guaranty. (a) Each Subject to the subordination provisions of Section 4 of the Note Purchase Agreement, each Guarantor with all other Guarantors, hereby severally absolutely, unconditionally and irrevocably irrevocably, jointly and severally guarantees for to each holder of the Guaranteed Parties, Notes and their respective successors, endorsees, transferees its successors and assigns, the full and prompt punctual payment and performance when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , of all the principal at the applicable Redemption Price and interest on (and including, without limitation, interest, whether or not merely a lesser an allowable claim, accruing after the date of filing of any petition in bankruptcy, or proportional part ofthe commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) the indebtednessNotes and all other amounts under the Note Purchase Agreement and all other obligations, liabilities agreements and other obligations covenants of the Borrower (Company now existing or hereafter arising) to existing under the Guaranteed Parties under or in connection with the Term Loan AgreementNotes, the Term Notes and Note Purchase Agreement or any of the other Loan Documents, whether for principal, at the applicable Redemption Price, interest (including all unpaid principal 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 LoansBankruptcy 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 with enforcing any rights under this Guaranty (all such obligations being the “Guaranteed Obligations”), 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 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 interest accrued thereonother 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, all fees unconditional, present and continuing guaranty of payment and not a guaranty of collectibility and is in no way conditioned upon any attempt to collect from the Company, another Guarantor or any other action, occurrence or circumstance whatsoever. Each Guarantor agrees that the 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 or be unable duly, punctually and fully to perform and (in the case of 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 Term Loan Note Purchase Agreement and all other or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts payable by the Borrower to the holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Parties thereunderObligations 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) on any amount due and owing, in each case subject to the provisions of Section 4 of the Note Purchase Agreement. Each Guarantor shall be entitled to 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 rely on written communications received from such persons as being genuine and in connection with any other Loan Documenthaving been duly authorized by all necessary legal action. The terms “indebtedness,” “liabilities” All payments of principal at the applicable the Redemption Price, and “obligations” are used herein in their most comprehensive sense and include without limitation any interest on the Notes by a Guarantor hereunder shall be paid ratably (based on the outstanding principal amount of the Notes) to each holder and all advancespayments of fees, debts, obligations expenses 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 other amounts shall be an allowed or disallowed claim under any Debtor Relief Lawpaid to such holder that incurred such fees, and including interest 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 expenses and other obligations amounts, subject to any limitations set forth in the Loan Documents, subject to the provisions of Section 4 of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsNote Purchase Agreement.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for In order to induce the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsBeneficiaries to extend credit to the Company pursuant to the Purchase Agreement, the Guarantor irrevocably and unconditionally guaranties, as primary obligor and not merely as surety, the due and punctual payment in full and prompt payment of all Guarantied Amounts (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentBankruptcy Code). The terms term “indebtedness,Guarantied Amounts” “liabilities” and “obligations” are is used herein in their its most comprehensive sense and include without limitation includes any and all obligations of Company in respect of notes, advances, borrowings, loans, debts, obligations interest, fees, costs, expenses (including, without limitation, legal fees and liabilitiesexpenses of counsel and allocated costs of internal counsel), indemnities and liabilities of whatsoever nature now or hereafter made, incurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon however arising under or in connection with the Purchase Agreement, the Securities, this Guaranty and the other Related Documents, including those arising under successive borrowing transactions under the Purchase Agreement which shall either continue such indebtedness, liabilities obligations of the Company or from time to time renew them after they have been satisfied. The Guarantor acknowledges that the Guarantied Amounts are being incurred for and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under will inure to the benefit of the Guarantor. Any returns on any Debtor Relief Law, and including interest portion of the Guarantied Amounts that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Company (or, if returns on any portion of the Guarantied Amounts ceases to accrue by operation of law by reason of the commencement of said proceeding, such returns as would have accrued on such portion of the Guarantied Amounts if said proceeding had not been commenced) shall be included in the Guarantied Amounts because it is the intention of the Guarantor and the Beneficiaries that the Guarantied Amounts should be determined without regard to any rule of law or against order that may relieve the Borrower Company of any portion of such Guarantied Amounts. In the event that all or any Affiliate thereof portion of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtednessGuarantied Amounts is paid by the Company, liabilities and other the obligations of the BorrowerGuarantor 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 Beneficiary as a preference, fraudulent transfer or otherwise, and all any such payments that are so rescinded or recovered shall constitute Guarantied Amounts. Subject to the other indebtednessprovisions of this Section 1, liabilities upon the failure of the Company to pay any of the Guarantied Amounts when and obligations as the same shall become due, the Guarantor will upon demand pay, or cause to be paid or performed by paid, in cash, to the Guarantors Beneficiaries, an amount equal to the aggregate of the unpaid Guarantied Amounts. Such payments shall be made in connection accordance with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsapplicable provisions of the Purchase Agreement.”

Guaranty. (a) Each The Affiliate Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Administrator, regardless of the validity, regularity or enforceability of the Matson Guaranteed PartiesDocuments, or the obligations thereunder, and their respective successorsregardless of any present or future law or order of any government or any agency thereof purporting to reduce, endorseesamend or otherwise vary any obligation of the Shipowner or to vary the terms of payment, transferees (i) that the Shipowner will promptly perform and assignsobserve every term and condition in the Matson Guaranteed Documents to be performed or observed by the Shipowner, and (ii) that all amounts stated to be payable or which become payable under the Matson Guaranteed Documents to the Administrator and other amounts which may be owing by the Shipowner to the Administrator under the Matson Guaranteed Documents now or hereafter, will be promptly paid in full and prompt payment when due (whether at stated maturitymaturity or earlier by reason of acceleration or otherwise or, by required prepaymentif now due, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 when payment thereof shall be demanded by the Borrower to the Guaranteed Parties thereunderAdministrator, in connection therewith, together with interest and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advanceslegal and other costs and expenses paid or incurred in connection therewith by the Administrator as provided for in the Matson Guaranteed Documents, debtsand, in the case of an extension or renewal, in whole or in part, the same will be promptly paid in cash or performed when due according to such extension or renewal. This is an irrevocable, absolute, completed, and continuing guarantee of payment and performance, and not a guarantee of collection. The Affiliate Guarantor shall be required to make said payments and/or cause the Shipowner to perform such obligations upon receipt of a written notice from the Administrator which states that the Shipowner has not promptly, completely or effectively made said payments or performed such 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 commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor is in such proceedingDefault. The foregoing indebtedness, liabilities and other obligations failure of the Borrower, and all other indebtedness, liabilities and Affiliate Guarantor to receive such a written notice or the failure of the Administrator to send said notice shall not relieve the Affiliate Guarantor of its obligations under this Affiliate Guaranty. The Affiliate Guarantor shall immediately pay to be paid the Administrator or performed by the Guarantors its designee in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsimmediately available funds such payments guaranteed herein.”

Guaranty. FOR VALUE RECEIVED and in consideration for and as an inducement to NORMANDY XXXXXXXXX ROAD, LLC, a Delaware limited liability company (a“Landlord”) Each Guarantor to lease certain real property to OXFORD IMMUNOTEC, LIMITED, a Delaware corporation, as tenant (“Tenant”), pursuant to a lease dated as of March 1, 2013 (the “Lease”) by and between Landlord and Tenant, the undersigned, OXFORD IMMUNOTEC, LIMITED, a United Kingdom company (“Guarantor”), does hereby severally absolutely, unconditionally and irrevocably guarantees for guarantee to Landlord the Guaranteed Partiespunctual payment of all Rent (as such term is defined in the Lease) payable by Tenant under the Lease throughout the term of the Lease and any and all renewals and extensions thereof in accordance with and subject to the provisions of the Lease, and their respective successorsthe full performance and observance of all other terms, endorseescovenants, transferees conditions and assignsagreements therein provided to be performed and observed by Tenant under the terms of the Lease, for which the undersigned shall be jointly and severally liable with Tenant. If any Default on the part of Tenant shall occur under the Lease, the full undersigned does hereby covenant and prompt payment when due (whether at stated maturityagree to pay to Landlord in each and every instance such sum or sums of money and to perform each and every covenant, by required prepaymentcondition and agreement under the Lease as Tenant is and shall become liable for or obligated to pay or perform under the Lease, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection together with the Term Loan Agreement, the Term 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 costs reasonably incurred by the Borrower to the Guaranteed Parties thereunder, Landlord in connection therewith, including, without limitation, reasonable attorneys’ fees. Such payments of Rent and in connection with other sums shall be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof, all without requiring any notice from Landlord (other Loan Documentthan any notice required by the Lease) of such non-payment or non performance, all of which the undersigned hereby expressly waives. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation maintenance of any and all advances, debts, obligations and liabilities, whether now existing action or hereafter arising, whether voluntary proceeding by Landlord to recover any sum 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 sums that may be or hereafter become unenforceable due under the Lease and to secure the performance of any of the other terms, covenants and conditions of the Lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or shall proceedings for any subsequent Default or Defaults of Tenant under the Lease. The undersigned does hereby consent that without affecting the liability of the undersigned under this Guaranty and without notice to the undersigned, time may be an allowed given by Landlord to Tenant for payment of Rent and such other sums and performance of said other terms, covenants and conditions, or disallowed claim under any Debtor Relief Lawof them, and including interest that accrues after such time extended and indulgence granted, from time to time, or Tenant may be dispossessed or Landlord may avail itself of or exercise any or all of the commencement rights and remedies against Tenant provided by law or by the Lease, and may proceed either against Tenant alone or jointly against Tenant and the undersigned or against the Borrower undersigned alone without first prosecuting or exhausting any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingremedy or claim against Tenant. The foregoing indebtednessundersigned does hereby further consent to any subsequent change, liabilities modification or amendment of the Lease as agreed by the parties in any of its terms, covenants or conditions, or in the Rent payable thereunder, or in the premises demised thereby, or in the term thereof, and other to any assignment or assignments of the Lease, and to any subletting or sublettings of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of the undersigned and without in any manner releasing or relieving the undersigned from liability under this Guaranty. The undersigned does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of the Borrowerundersigned hereunder. The undersigned does hereby further agree that in respect of any payments made by the undersigned hereunder, the undersigned shall not have any rights based on suretyship, subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant, unless and until all claims of Landlord under the Lease shall have been fully paid and satisfied. Neither this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The provisions of this Guaranty shall apply to, bind and inure to the benefit of the undersigned and Landlord and their respective heirs, legal representatives, successors and assigns. The undersigned, if there be more than one, shall be jointly and severally liable hereunder, and for purposes of such several liability the word “undersigned” wherever used herein shall be construed to refer to each of the undersigned parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments, and this Guaranty shall not be revoked or impaired as to any of such parties by the death of another party or by revocation or release of any obligations hereunder of any other party. If Landlord should retain counsel and/or institute any suit against Guarantor to enforce this Guaranty or any covenants or obligations hereunder, then Guarantor shall pay to Landlord, upon demand, all reasonable attorneys’ fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, and all other indebtednesscosts and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), liabilities in addition to all other amounts due hereunder. This Guaranty shall be governed by and obligations construed in accordance with the internal laws of the state where the premises demised by the Lease are located. For the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of said state. Any notice or other communication to be paid given to Landlord or performed by the Guarantors undersigned hereunder shall be in connection writing and sent in accordance with this Guaranty (including any and all amounts due under Section 14)the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord’s address as set forth in the Lease. Notices to the undersigned shall be addressed as follows: Oxford Immunotec, shall hereinafter be collectively referred Limited, 00X Xxxxxx Xxxx, Abingdon, Oxfordshire, OX14 4RZ, U.K. If Guarantor’s notice address as set forth above changes, Guarantor agrees to as the “Guaranteed Obligationsprovide written notice to Landlord of such change in address.”

Guaranty. (a) Each In order to induce the Lenders to extend credit to the Company and the Designated Borrower, the Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of any and all (existing and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations future Obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Designated Borrower to the Guaranteed Parties thereunderBeneficiaries, in connection therewitheach case, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesnow or hereafter made, debts, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and however arising under or in connection with the Credit Agreement and the other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, extensions and modifications thereof and all costs, attorneys’ fees and expenses incurred by the Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the extent provided in, Section 10.04 of the Credit Agreement) and whether Form of Company Guaranty recovery upon such indebtedness, Indebtedness and liabilities and obligations may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement proceeding or case commenced by or against the Guarantor or the Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as Law (collectively, the debtor “Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that the Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in such proceedingno way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guarantied Obligations that has not been paid. The foregoing indebtednessbooks and records of each Beneficiary showing the amount of the Guarantied Obligations shall be admissible in evidence in any action or proceeding, liabilities and other shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guarantied Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied 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 Guarantied Obligations which might otherwise constitute a defense to the obligations of the BorrowerGuarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all other indebtednessof the foregoing. Notwithstanding the foregoing, liabilities and the liability of the Guarantor with respect to the Guarantied Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due avoidance under Section 14), shall hereinafter be collectively referred to as 548 of the “Guaranteed ObligationsUnited States Bankruptcy Code or any comparable provisions of any applicable state law.”

Guaranty. (ai) Each US Subsidiary Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) US Borrowers to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the US Borrowers to the Guaranteed Parties thereunder or in connection therewith (collectively, the “US Guaranteed Obligations”) and (ii) each Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Parties, and 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 European Borrower to the Guaranteed Parties thereunder, in connection therewith, and under or in connection with any the Credit Agreement, the Notes and the other Loan DocumentDocuments, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the European Borrower to the Guaranteed Parties thereunder or in connection therewith (collectively, the “European Guaranteed Obligations”). The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower Borrowers 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 BorrowerBorrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. Guarantor unconditionally guaranties to Lender the timely (awhether as scheduled or upon acceleration) Each Guarantor hereby severally absolutelypayment and performance by Borrower of all of the following, unconditionally whenever and irrevocably guarantees for however they may arise (the Guaranteed Parties"Guarantied Obligations"): (i) the debts, liabilities, obligations, covenants, interest, commissions, fees, and their respective successors, endorsees, transferees and assigns, other charges or amounts due under the full and prompt payment when due Loan Documents; (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part ofii) the indebtedness, liabilities and other obligations set forth in or arising out of the Loan Documents; (iii) any obligations of Borrower owing to any third parties which are assigned to Lender; (now existing iv) any liabilities, costs or hereafter arising) to the Guaranteed Parties under or expenses, including attorneys' fees, incurred by Lender in connection with enforcing Lender's rights under the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal ; (v) any of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunderforegoing arising out of, in connection therewithwith or following any renewals (including renewals of obligations which had been previously satisfied), extensions, modifications, alterations and in connection with rearrangements of any other of the Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation Documents; (vi) any and all advancesof the foregoing arising after Borrower has commenced or becomes subject to any case under the Bankruptcy Code, debtsincluding any advances made to Borrower, 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 commencement by or against filing of the Borrower or any Affiliate thereof of any bankruptcy petition (even if the interest cannot be collected in the proceeding under the Bankruptcy Code), and attorneys' fees. If Borrower fails to pay or perform any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerGuarantied Obligations, and all other indebtednessGuarantor will immediately pay or perform such Guarantied Obligation. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty THE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY IS LIMITED TO THE PRINCIPAL AMOUNT OF ONE MILLION FOUR HUNDRED THOUSAND DOLLARS (including any and all amounts due under Section 14$1,400,000.00), shall hereinafter be collectively referred to as the “Guaranteed ObligationsPLUS ACCRUED AND UNPAID INTEREST, AND ANY COSTS, EXPENSES AND FEES OF ENFORCEMENT OF THIS GUARANTY OR THE LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT IF ANY OF THE GUARANTIED OBLIGATIONS ARISE FROM LENDER MAKING AN ADVANCE AGAINST ACCOUNTS (AS DEFINED IN THE LOAN AGREEMENT) THAT ARE FRAUDULENT, SPURIOUS, NOT BONA FIDE OR FROM LENDER'S RELIANCE ON FALSE INFORMATION WHICH WAS PROVIDED BY BORROWER TO LENDER WHERE BORROWER EITHER KNEW THAT SUCH INFORMATION WAS FALSE OR BORROWER WAS GROSSLY NEGLIGENT IN PROVIDING SUCH INFORMATION TO LENDER, THEN THE LIABILITY OF GUARANTOR FOR SUCH GUARANTIED OBLIGATIONS SHALL BE UNLIMITED. IN CONNECTION WITH THE FOREGOING, GUARANTOR SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES UNLESS THE GUARANTOR INDIVIDUALLY OR WITH OTHERS CAUSED SUCH ACCOUNTS (AS DEFINED IN THE LOAN AGREEMENT) TO BE PLEDGED TO LENDER OR CAUSED SUCH FALSE INFORMATION TO BE PROVIDED TO LENDER. IN THE EVENT THAT SUBSEQUENT TO THE EFFECTIVE DATE OF THIS GUARANTY ADDITIONAL SHARES OF COMMON STOCK OF BORROWER ARE ISSUED TO THIRD PARTIES THEREBY LOWERING THE PERCENTAGE OF GUARANTOR'S OWNERSHIP INTEREST IN BORROWER, THEN, SO LONG AS NO EVENT OF DEFAULT THEN EXISTS UNDER THE LOAN DOCUMENTS, LENDER AGREES TO CONSIDER A REQUEST FROM GUARANTOR FOR A REDUCTION IN THE MAXIMUM ONE MILLION FOUR HUNDRED THOUSAND ($1,400,000) OF PRINCIPAL LIABILITY SET FORTH ABOVE TO AN AMOUNT COMMENSURATE WITH THE RESULTING PERCENTAGE OF GUARANTOR'S OWNERSHIP INTEREST IN BORROWER; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE MAXIMUM PRINCIPAL LIABILITY BE REDUCED BELOW ONE MILLION DOLLARS ($1,000,000).”

Guaranty. (a) Each The Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand demand, or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advances, debts, obligations and liabilitiesof the Senior Secured Obligations, whether now existing or hereafter arisingarising of every kind, whether voluntary nature and character, direct or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses, or otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations 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 under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest 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(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Collateral Agent’s and each of the other Secured Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. 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 any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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.”

Guaranty. Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of the Guaranteed Parties the payment and performance in full of the Guaranteed Liabilities (as defined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) Each Guarantor hereby severally absolutelythe Company’s prompt payment in full, unconditionally when due or declared due and irrevocably guarantees for at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Company to any one or more of the Guaranteed Parties, including principal, interest, premiums and their respective successorsfees (including all actual and reasonable fees and out-of-pocket expenses of counsel (collectively, endorsees“Attorneys’ Costs”); and (b) the Company’s prompt, transferees full and assignsfaithful Form of Guaranty performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the Company under the Credit Agreement, the full Notes and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other Loan Documents. The Guarantors’ obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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 (including any and all amounts due under Section 14), shall Agreement are hereinafter be collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s Obligations”. Notwithstanding anything to the contrary contained herein, the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall be limited to the greater of: (a) the ‘reasonably equivalent value,’ received by such Guarantor or any of its Subsidiaries arising out of the Loan Documents (including, without limitation, repayment of intercompany or third party debt of, investments made in, and capital contributions, advances and loans made to, such Guarantor or any of its Subsidiaries, directly or indirectly, by the Company or any other Subsidiary with, or as a direct or indirect result of obtaining, the proceeds of any credit extended under the Loan Documents) in exchange for or in connection with such Guarantor’s guaranty of the Obligations, and (b) 95% of the excess of (i) a ‘fair valuation’ of the amount of the assets and other property of such Guarantor and its Subsidiaries taken as a whole as of the applicable date of determination of the incurrence of such Guarantor’s obligations hereunder over (ii) a ‘fair valuation’ of such Guarantor’s and its Subsidiaries’ debts taken as a whole as of such date, but excluding liabilities arising under this Guaranty Agreement and excluding all liabilities owing by such Guarantor and its Subsidiaries taken as a whole to the Company or any other Subsidiary or otherwise subordinated to such Guarantor’s obligations hereunder, it being understood that a portion of such indebtedness owing to the Company shall be discharged on a dollar-for-dollar basis in an amount equal to the amount paid by such Guarantor hereunder. The meaning of the terms ‘reasonably equivalent value’ and ‘fair valuation,’ and the calculations of assets and other property and debts, shall be determined in accordance with the applicable federal and California state laws in effect on the date hereof governing the determination of the insolvency of a debtor and to further the intent of all parties hereto to maximize the amount payable by any Guarantor without rendering it insolvent or leaving it with an unreasonably small amount of capital in relation to its business, in either case, at the applicable date for the determination of the incurrence of its obligations hereunder; provided, however, that each Guarantor agrees, to the maximum extent permitted by law, that ‘fair valuation’ of such Guarantor’s and its Subsidiaries’ assets and other properties means the fair market sales price as would be obtained in an arms’-length transaction between competent, informed and willing parties under no compulsion to sell or buy or collections thereof obtained in the ordinary course of business and ‘fair valuation’ of its debts means the amount, in light of the applicable circumstances, at the time, for which such Guarantor or its Subsidiaries is liable for matured known liquidated liabilities or would reasonably be expected to become liable on contingent or unliquidated liabilities as they mature and taking into consideration the nature of any such contingency and the probability that liability would be imposed. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed ObligationsLiabilities.”

Guaranty. (a) Each Guarantor Euronav hereby severally absolutely, unconditionally and irrevocably guarantees for as primary obligor and not merely as surety, (i) to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Lender Creditors the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) of all (and not merely a lesser or proportional part ofx) the indebtednessprincipal of, premium, if any, and interest on the Notes, if any, issued by, and the Loans made to, the Borrower under the Credit Agreement, and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or any similar provision of any Debtor Relief Laws, would become due), liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 indebtedness owing by the Borrower to the Guaranteed Parties thereunderLender Creditors (in the capacities referred to in the definition of Lender Creditors) under the Credit Agreement and each other Credit Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding under any Debtor Relief Laws at the rate provided for in connection therewiththe Credit Agreement, and whether or not such interest is an allowed claim in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiessuch proceeding)), whether now existing or hereafter arisingincurred under, arising out of or in connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations being herein collectively called the “Credit Document Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether voluntary at the stated maturity, by acceleration or involuntary and whether due otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or not any similar provision of any Debtor Relief Laws, would become 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 indebtedness (including any Debtor Relief Law, and including interest that accrues accruing after the commencement by or against the Borrower or any Affiliate thereof of any bankruptcy, insolvency, receivership or similar proceeding under any Debtor Relief Laws naming at the rate provided for in the respective Interest Rate Protection Agreements or Other Hedging Agreements, whether or not such Person as the debtor interest is an allowed claim in any such proceeding. The foregoing indebtedness) owing by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement to which it is a party (all such obligations, liabilities and other obligations of indebtedness being herein collectively called the Borrower“Other Obligations” and, and all other indebtednesstogether with the Credit Document Obligations, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). If any or all of the Guaranteed Obligations of the Borrower to the Secured Creditors becomes due and payable hereunder, Euronav unconditionally and irrevocably, promises to pay such indebtedness to the Facility Agent and/or the other Secured Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Facility Agent and the other Secured Creditors in collecting any of the Guaranteed Obligations.”

Guaranty. In order to induce FIDELCOR BUSINESS CREDIT CORPORATION (ahereinafter referred to as "Trefoil") Each Guarantor hereby to now or hereafter make advances, loans, extend its credit to, or enter into security agreements with EVERGOOD PRODUCTS CORPORATION, PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION INC. (individually and collectively "Debtor") and knowing that Trefoil will rely upon this guaranty, the undersigned and each of them jointly and severally absolutely, unconditionally guarantee the due payment and irrevocably guarantees for the Guaranteed Partiesperformance by said Debtor described in said financing agreement of all moneys to be paid, and their respective successorsall things to be done, endorseespursuant to each and every condition and covenant contained in said agreement, transferees or in any supplement thereto, or any other transaction or agreement, as well as the due payment of all other obligations which said Debtor may at any time owe to Trefoil, however created; and assignsthe undersigned hereby indemnify Trefoil, the full and prompt payment when due (whether at stated maturitycovenant to hold it harmless against all obligations, demands, losses or liabilities, by required prepaymentwhomsoever asserted, declarationsuffered, accelerationincurred or paid by Trefoil as a result of, demand or otherwise) of all (in any way arising out of, or following, or consequential to transactions under the aforesaid security agreement or any other agreement. This guaranty shall be absolute, continuing, unconditional and not merely a lesser unlimited. Trefoil shall be under no obligation to proceed first against the Debtor, or proportional part of) against any collateral security which Trefoil may hold, before proceeding against the indebtednessundersigned hereunder. The undersigned agree that any collateral held as security by Trefoil, liabilities whether under an agreement with the Debtor, or pursuant to this guaranty, may be sold at public or private sale, and other obligations of the Borrower (now existing or hereafter arising) undersigned further agree that Trefoil shall have the right to the Guaranteed Parties under or bid at such sale. The undersigned agree to indemnify and save Trefoil harmless for any costs and expenses that Trefoil may incur in connection with the Term Loan Agreementliquidation of collateral held by Trefoil whether under agreement with the Debtor or the undersigned, and they further agree to pay all attorneys fees agreed to by the Term Notes Debtor, and the other Loan Documentsreasonable attorneys fees incurred in connection with enforcement of this guaranty agreement, including all unpaid principal which the parties agree shall be a sum equal to 15% of the Loansmoneys due Trefoil upon placement of the claim with such attorney. The undersigned agree: that this guaranty shall not be impaired by any modification to which the parties to said security agreement may hereafter agree, nor by any modification, release or other alteration of any of the obligations hereby guaranteed, or of any security therefor or failure to perfect any security interest, to all interest accrued thereonof which the undersigned hereby consent; that their liability hereunder is direct and unconditional and may be enforced without requiring Trefoil first to resort to any other right, all fees due under remedy or security; and that this guaranty shall continue in force until Secured Party shall receive 30 days prior written notice by registered mail revoking it only as to future transactions. The undersigned waive: notice of acceptance hereof, notice of adverse change in Debtor's financial condition; the Term Loan Agreement right to a jury trial in any action hereunder; presentment and protest of any instrument and notice thereof; notice of default; and all other amounts payable by notices to which they might otherwise be entitled. As security, they hereby assign to Trefoil all claims of any nature which they, or any of them, may now or hereafter have against Debtor. All actions or proceedings arising directly or indirectly on account of this guaranty agreement shall be litigated only in courts having situs within the Borrower State of New York and each guarantor for himself hereby consents to the Guaranteed Parties thereunder, in connection therewith, jurisdiction of any Local State or Federal Court located within the State of New York and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation each guarantor for himself waives personal service of any and all advancesprocess upon him and consents that all such service of process be made by certified mail, debtsreturn receipt requested directed to such guarantor at the address set forth below or the home address of such guarantor, 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 undeterminedif different, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or service so made shall be an allowed or disallowed claim under any Debtor Relief Lawdeemed complete three days after the same shall be posted. This guaranty, all acts and transactions hereunder, and including interest 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 rights and other obligations of the Borrowerparties hereto, shall be governed, construed and all other indebtednessinterpreted according to the laws of the State of New York. This guaranty cannot be changed or discharged orally, liabilities and obligations to nor shall the same be paid or performed terminated by death of any guarantor, in which event deceased guarantor's estate shall be bound by the Guarantors in connection with this Guaranty (including obligations hereunder. Release of any and all amounts due under Section 14)guarantor, or the Debtor herein, shall hereinafter be collectively referred to as not affect the “Guaranteed Obligationsobligations hereunder of the remaining guarantors.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesAgent and the Banks, and their respective successors, endorsees, transferees transferees, assigns and assignsSubstitutes, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Agent and the Banks under or in connection with the Term Loan Agreement, the Term Notes Facility Agreement and the other Loan Documents, including all unpaid principal of the LoansAdvances, all interest accrued thereon, all fees due under the Term Loan Facility Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, Agent and the Banks thereunder or in connection therewith, and in connection with any other Loan Document. The terms “"indebtedness,” “" "liabilities” " and “"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, together with interest thereon at the contract rate (whether before or after the commencement of any Insolvency Proceeding with respect to the Borrower), 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 commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. 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 Guarantor in connection with this Guaranty (including any and all amounts due under Section 1417), shall hereinafter be collectively referred to as the “Guaranteed "Subject Obligations.”"

Guaranty. (a) Each Guarantor The Guarantors hereby severally absolutelyjointly and severally, unconditionally and irrevocably guarantees for the Guaranteed Partiesirrevocably, guarantee to Lender and their its 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties Lender under or in connection with the Term Loan AgreementNote (each a “Document” and, collectively, the Term Notes and the other Loan “Documents”), including all unpaid principal of the Loansprincipal, all interest accrued thereon, all fees due under the Term Loan Agreement to Lender and all other amounts payable by the Borrower Company to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and in connection including interest that accrues after the commencement by or against Company of any action, case or proceeding involving insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution under any applicable laws with any other Loan Documentrespect thereto (an “Insolvency Proceeding”). The terms “indebtedness,” “liabilities” and “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, regardless of by what instrument, agreement, contract or entry in Lender’s accounts they may be evidenced, or whether evidenced by any instrument, agreement, contract or entry in Lender’s accounts, 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 under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest 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 proceedingsf-2795824 other applicable law. The foregoing indebtedness, liabilities and other obligations of the BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1411 hereof), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other payment obligations of the each Designated Borrower (now existing or hereafter arisingarising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of the L/C Obligations, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 LawLaws, and including interest that accrues after the commencement by or against the any Designated 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 each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1412), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby The Guarantors jointly and severally absolutelyirrevocably and unconditionally guaranty, unconditionally as primary obligors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsnot merely as sureties, the due and punctual payment in full and prompt payment of all Guaranteed Obligations (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentBankruptcy Code). The terms term “indebtedness,Guaranteed Obligations” “liabilities” and “obligations” are is used herein in their its most comprehensive sense and include without limitation includes any and all advancesSecured Obligations of any of the Loan Parties now or hereafter made, debts, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon such indebtedness, liabilities however arising. Each Guarantor acknowledges that a portion of the Loans and obligations other extensions of credit may be or hereafter become unenforceable or shall advanced to it, that Letters of Credit may be an allowed or disallowed claim under issued for the benefit of its business and that the Guaranteed Obligations are being incurred for and will inure to its benefit. Any interest on any Debtor Relief Law, and including interest portion of the Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantee Party (or, if interest on any portion of the Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Obligations if said proceeding had not been commenced) shall be included in the Obligations because it is the intention of each Guarantor and the Agents that the Obligations should be determined without regard to any rule of law or against order that may relieve any Guarantee Party of any portion of such Obligations. In the Borrower event that all or any Affiliate thereof portion of the Guaranteed Obligations is paid by the Guarantee Parties, the obligations of each Guarantor hereunder that is a Guarantee Party immediately prior to any such payment 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 the Agents or any other Secured Party (other than Lender Counterparties) as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guaranteed Obligations. Subject to the other provisions of this Section 1, upon the failure of any proceeding under Guarantee Party to pay any Debtor Relief Laws naming such Person of the Guaranteed Obligations when and as the debtor in such proceeding. The foregoing indebtednesssame shall become due, liabilities and other obligations each Guarantor will promptly upon written demand by each of the BorrowerAgents pay, and all other indebtedness, liabilities and obligations or cause to be paid or performed by paid, in cash, to the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)Agents for the ratable benefit of Secured Parties, shall hereinafter be collectively referred an aggregate amount equal to as the “aggregate of the unpaid Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutelyhereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees for the Guaranteed Parties, performance and their respective successors, endorsees, transferees and assignsnot merely as a guaranty of collection, the full and prompt payment in full in Dollars when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of each Borrower and of each other Loan Party arising under (i) the Credit Agreement or any other Loan Document, and (ii) any Lender Swap Contract (in each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against such Guarantor, any Borrower or any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the any Borrower or any Affiliate thereof other Loan Party of any proceeding under any Debtor Relief Laws naming whether or not the claim for such Person as the debtor interest is allowed in such proceeding. The foregoing indebtednessproceeding (collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). 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 any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Notwithstanding anything contained herein to the contrary, the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law.”

Guaranty. (a) Each Guarantor The Subsidiaries, jointly and severally, hereby severally absolutelyirrevocably, absolutely and unconditionally and irrevocably guarantees for guarantee the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment by the Company, as and when due and payable (whether at stated by scheduled maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) ), of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations from time to time owing in respect of the Borrower Notes, whether for principal, interest (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreementincluding, the Term Notes and the other Loan Documents, including all unpaid principal of the Loanswithout limitation, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as Insolvency Proceeding with respect to the debtor Company, whether or not a claim for post-filing interest is allowed in such proceeding. The foregoing indebtedness), liabilities fees or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Company (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, as amended), and the due performance and observance by the Company of its other obligations now or hereafter existing in respect of the BorrowerNotes (collectively, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). Without limiting the generality of the foregoing, the Subsidiaries’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Investors but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any of the Subsidiaries. “Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief. The Subsidiaries, jointly and severally, hereby guarantee that the Guaranteed Obligations will be paid or performed, as applicable, strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Investors with respect thereto. The obligations of the Subsidiaries under this section are independent of the obligations under the Notes, and a separate action or actions may be brought and prosecuted against a Subsidiary to enforce this guaranty, irrespective of whether any action is brought against the Company or any other Subsidiary or whether the Company or any other Subsidiary is joined in any such action or actions. No representation is made by the Subsidiaries as to their present or future financial ability to fulfill their obligations of guarantee.”

Guaranty. (a) Each The Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand demand, or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advances, debts, obligations and liabilitiesof the Secured Obligations, whether now existing or hereafter arisingarising of every kind, whether voluntary nature and character, direct or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses, or otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations 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 under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest 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(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Collateral Agent’s and each of the other Secured Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. 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 any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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.”

Guaranty. (a) Each Guarantor hereby severally absolutely, absolutely and unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt punctual payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , without set-off, counterclaim or other reduction whatsoever, of all (and not merely a lesser or proportional part ofi) the indebtedness, liabilities and other obligations aggregate outstanding unpaid principal amount of the Borrower Loan, (now existing or hereafter arisingii) to all accrued and unpaid interest on the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal amount of the LoansLoan, and (iii) all interest accrued thereon, all fees other amounts due under the Term Loan Agreement from time to time or under any documents and all other amounts payable by instruments executed and delivered or assigned to Lender in order to evidence the Borrower to Loan or evidence or perfect a lien or security interest in collateral for the Guaranteed Parties thereunder, in connection therewithLoan (the "Collateral Documents"), and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesextensions, debtsrenewals or modifications of any of the foregoing (such principal, obligations interest and liabilitiesother amounts are hereinafter referred to collectively as the "Obligations"). In addition, if Guarantor shall fail to pay any amount due hereunder upon demand in accordance with the terms hereof Guarantor shall pay any and all fees, costs and expenses (including reasonable attorneys' fees) incurred by Lender to third parties, whether now existing litigation is involved or hereafter arisingnot, and if involved, whether voluntary at the trial or involuntary appellate levels or in pre-or post-judgment or bankruptcy proceedings, in enforcing the obligations of Guarantor hereunder or realizing upon any collateral securing this Guaranty (all of the foregoing fees, costs and whether due expenses are referred to herein collectively as the "Guaranteed Expenses"). The Obligations and any instrument, document or not dueagreement, absolute express or contingentimplied, liquidated which has been or unliquidatedmay hereafter be made or entered into by Guarantor, 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 commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person other person or entity in reference to the Obligations (including, without limitation, the Collateral Documents and the Pledge Agreement, as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and hereinafter defined) shall all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations"Terms".”

Guaranty. (a) Each The Limited Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Parties, and 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) of all (performance and not merely as a lesser or proportional part ofguaranty of collection, prompt payment at all times of all Obligations with respect to the Revolving Credit Facility, (i) the indebtednessincluding any outstanding Revolving Credit Loans (including all renewals, liabilities extensions, amendments, restatements and other obligations modifications thereof) and earned interest and fees in relation thereto as set forth in the Credit Agreement (including any interest paid-in-kind or deferred, any commitment fees, the fees set forth in Section 2.09(c) of the Borrower (now existing or hereafter arising) Credit Agreement and any other consent fees and the fees set forth under Section 2.09(d), including to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due extent earned under the Term Loan Existing Credit Agreement and all other amounts payable by (but as may be limited to any explicit waiver in effect under the Borrower to the Guaranteed Parties thereunder, in connection therewithCredit Agreement), and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 each case whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Limited Guarantor or the Borrower under any Debtor Relief LawLaws, and including interest 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 indebtednessLaws, liabilities but (ii) excluding contingent obligations and other obligations of the BorrowerL/C Borrowings (collectively, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”); provided that the Limited 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 the only Guarantee Event that has occurred is a Guarantee Event under clause (e) of the definition thereof, the Limited Guarantor shall only be required to make payments of the Guaranteed Obligations under the Loan Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise;

Guaranty. (a) (i) Each Guarantor (other than the Borrower) hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiespunctual payment and performance, and their respective successorswhen due, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise, of all Secured Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Subsidiary Guaranteed Exhibit C - Form of Guaranty Agreement Obligations”) and (ii) the Borrower hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Banking Services Obligations and all Swap Obligations (other than Excluded Swap Obligations) of the other Credit Parties, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Borrower Guaranteed Obligations”, and together with the Subsidiary Guaranteed Obligations, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all (and not merely a lesser or proportional amounts that constitute part of) the indebtedness, liabilities and other obligations of the Borrower (now existing Guaranteed Obligations or hereafter arising) to the Subsidiary Guaranteed Parties under or in connection with the Term Loan AgreementObligations, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewithas applicable, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 would 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 commencement owed by or against the Borrower or any Affiliate thereof other Credit Party to the Secured Parties 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 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsCredit Party.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesLender, and their respective its 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties Lender under or in connection with the Term Letter Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the LoansLoan, all interest accrued thereon, all fees due under the Term Letter Loan Agreement and all other amounts payable by the Borrower Company to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower Company 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 BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor The Guarantors each hereby severally jointly and severally, absolutely, unconditionally and irrevocably guarantees guarantee for the Guaranteed Parties, and 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 all (the Obligations and not merely a lesser or proportional part of) the any indebtedness, liabilities and other obligations of the each Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the 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 obligations of the each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”.”

Guaranty. (a) Each Guarantor hereby severally absolutelyguarantees to Landlord, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignswithin five (5) days of receipt of written notice from Landlord to Guarantor, the full and prompt payment payment, when due (whether at stated maturitydue, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Base Rent and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement Additional Rent and all other amounts sums and charges, however characterized, payable by Tenant under the Borrower Lease, and further hereby guarantees the full and timely performance and observance of all covenants, terms, conditions and agreements therein provided to be performed and observed by Tenant subject to and in accordance with the provisions of the Lease, and Guarantor hereby covenants and agrees to and with Landlord that if Tenant, its successor or assigns should default at any time in the payment of rent or any other sum or default at any time in the payment of rent or any other sum or charge payable under the Lease, or if Tenant, its successors or assigns should default in the performance and observance of any of the covenants, terms, conditions or agreements contained in the Lease, Guarantor will, upon expiration of any grace period provided Tenant under the Lease, forthwith upon demand therefor pay such rent and other sums and charges, and any arrears thereof, to Landlord, subject to any defense or right of set-off or counterclaim permitted pursuant to the Guaranteed Parties thereunder, in connection therewithprovisions of the Lease that Tenant may assert, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” will forthwith faithfully perform and “obligations” are used herein in their most comprehensive sense fulfill all such terms, covenants, conditions 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 undeterminedagreements on demand, and whether recovery upon will pay to Landlord all damages, costs and expenses that may result from any default by Tenant, its successors or assigns, under the Lease, including without limitation, all costs or expenses, including reasonable attorneys' fees and disbursements, incurred by Landlord or caused by any such indebtednessdefault and/or in any way relating to the enforcement or protection of the rights of Landlord under this Guaranty or under the Lease, liabilities and obligations successive recoveries may be or hereafter become unenforceable or shall be an allowed or disallowed claim had under any Debtor Relief Law, and including interest 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 proceedingthis Guaranty. The foregoing indebtedness, liabilities and other obligations (All of the Borrower, and all other indebtedness, liabilities and obligations to be paid guaranteed or performed undertaken by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 14), shall are hereinafter be collectively referred to as the “Guaranteed "Obligations").”

Guaranty. (a) Each Guarantor hereby severally absolutelyhereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees for the Guaranteed Parties, performance and their respective successors, endorsees, transferees and assignsnot merely as a guaranty of collection, the full and prompt payment in full in Dollars when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of any Loan Party arising under any Loan Document or otherwise with respect to any Loan (in each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against such Guarantor, the Borrower or any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof other Loan Party of any proceeding under any Debtor Relief Laws naming whether or Form of Continuing Guaranty not the claim for such Person as the debtor interest is allowed in such proceeding. The foregoing indebtednessproceeding (collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The books and records of the Guaranteed Parties showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. 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 any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Notwithstanding anything contained herein to the contrary, (i) the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law.”

Guaranty. (a) Each Guarantor To induce the Lenders to make the Loans to the Euro Borrowers and the Swing Loan Borrowers, as the case may be, and the Issuing Banks to Issue Letters of Credit for the account of the Euro Borrowers, the U.S. Borrower hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesguarantees, as primary obligor and their respective successors, endorsees, transferees and assignsnot merely as surety, the full and prompt punctual payment when due (due, whether at stated maturitymaturity or earlier, by required prepayment, declaration, reason of acceleration, demand mandatory prepayment or otherwise) of all (and not merely a lesser otherwise in accordance herewith or proportional part of) the indebtednessany other Loan Document, liabilities and other obligations of the Borrower (now existing or hereafter arising) to principal of and interest on the Guaranteed Parties under or in connection with the Term Loan AgreementLoans made by each Lender to, the Term Notes and the other Notes held by each Lender of, each Euro Borrower or Swing Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement Borrower and all other amounts payable by the Borrower from time to time owing (including without limitation with respect to any Letters of Credit) to the Guaranteed Parties thereunderLenders or the Administrative Agent by any Euro Borrower or any Swing Loan Borrower under this Agreement pursuant hereto, to its Euro Borrower Designation or its Swing Loan Borrower Designation, as applicable, and under the Notes, in connection therewitheach case strictly in accordance with the terms hereof or thereof (such obligations being herein collectively called, and in connection with any other Loan Document. The terms the “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesGuarantied Obligations”), whether now existing or not from time to time reduced or extinguished or hereafter arisingincreased or incurred, 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 may become unenforceable or shall be an allowed or disallowed claim under barred by any Debtor Relief Lawstatute of limitations, and whether enforceable or unenforceable as against any Euro Borrower or Swing Loan Borrower, now or hereafter existing, or due or to become due, including principal, interest (including interest that accrues at the contract rate applicable upon default accrued or accruing after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming the Bankruptcy Code, whether or not such Person as the debtor interest is an allowed claim 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsfees and costs of collection. This guaranty constitutes a guaranty of payment and not of collection.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, irrevocably and unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt punctual payment when due due, in lawful money of the United States of America, or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “Obligation Currency”), whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Revolving Loans, all interest accrued thereonL/C Obligations, all fees due under the Term Loan Agreement and all other amounts payable Obligations (including, without limitation, all additional Obligations that may be owing following any increases in the Revolving Credit Commitments Amount pursuant to the Credit Agreement) owing by the Borrower to the Guaranteed Parties thereunderLenders, in connection therewiththe Administrative Agent and the Issuing Banks, or any of them, under the Credit Agreement, the Notes, and in connection with any the other Loan Document. The terms “indebtedness,” “liabilities” Credit Documents, including all renewals, extensions, increases, modifications and “obligations” are used herein in their most comprehensive sense refinancings thereof, whether now or hereafter owing, and include without limitation whether for principal, interest, fees, expenses or otherwise, and any and all advances, debts, obligations reasonable out-of-pocket expenses (including reasonable attorneys’ fees 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 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 expenses) incurred by the Guarantors Lenders, the Issuing Banks or the Administrative Agent in connection with enforcing any rights under this Guaranty (including any and all amounts due under Section 14)collectively, shall hereinafter be collectively referred to as the “Guaranteed Obligations”), including without limitation, all interest which, but for the filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Taxes (other than Excluded Taxes), the full amount, in the Obligation Currency, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations without proceeding against the Borrower, against any security for the Guaranteed Obligations, or under any other guaranty covering any portion of the Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor does hereby severally absolutelyirrevocably, absolutely and unconditionally and irrevocably guarantees for guaranty the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment by Parent, as and when due and payable (whether at stated maturity, by required prepayment, declarationScheduled Payment, acceleration, demand or otherwise) ), of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower obligations (now existing or hereafter arisingcollectively, the “Obligations”) from time to time owing by Parent to the Guaranteed Parties Buyer under or in connection with the Term Loan AgreementDebentures, the Term Notes and the other Loan Documentswhether for principal, including all unpaid principal of the Loansinterest (including, without limitation, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower or any Affiliate thereof of any insolvency proceeding under any Debtor Relief Laws naming such Person as the debtor with respect to Parent, whether or not a claim for post-filing interest is allowed in such proceeding. The foregoing indebtedness), liabilities fees, commissions, expense reimbursements, indemnifications or otherwise, and other obligations whether accruing before or subsequent to the commencement of any insolvency proceeding with respect to Parent (notwithstanding the operation of the Borrowerautomatic stay under Section 362(a) of the US Bankruptcy Code), and all the due performance and observance by Parent of its other indebtedness, liabilities and obligations to be paid Obligations now or performed by hereafter existing in respect of the Guarantors Debentures or any transaction documents executed in connection with this Guaranty the first closing or the second closing of the Securities Purchase Agreement, including, without limitation, the accrued but unpaid Liquidated Damages (including any as defined in the Amended and all amounts due under Restated Investor Registration Rights Agreement) specified in Section 14), shall hereinafter be collectively referred to as 2(e) of the Amended and Restated Investor Registration Rights Agreement (the “Guaranteed Obligations”), (b) The Guarantor does hereby agrees to pay any and all expenses (including counsel fees and expenses) incurred by the Buyer in enforcing any rights under this Amended and Restated Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by Parent to the Buyer under the Debentures but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Parent or any Guarantor. Section 3.”

Guaranty. (a) Each Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise, and at all times thereafter, subject to the Liability Cap (defined below) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to Agent and the Lenders under the Credit Agreement and the other Loan Documents, including, but not limited to all “Obligations” (as defined in the Credit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by Agent and the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against a Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest 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(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”); provided, however, notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of the Guarantors hereunder shall in no event exceed $12,800,000 (the “Liability Cap”). The Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. 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 any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, save and except for the defense of payment to the extent, and solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full in accordance with the Credit Agreement.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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 Guarantor in connection with this Guaranty (including any and all amounts due under Section 1416), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, to Lender the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the terms contained in the documents executed by Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in favor of Lender in connection with the Term Loan AgreementGuaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the Term 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 the Borrower to the term “Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,Obligations” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation means any and all advancesexisting and future indebtedness, debtsobligations, obligations and liabilitiesliabilities of every kind, whether now existing nature and character, direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undetermined, involuntary and whether recovery upon for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of Borrower to the Lender arising under the Agreement and obligations any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which 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 Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including shall include interest 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 Laws. Anything contained herein to the debtor in such proceeding. The foregoing indebtednesscontrary notwithstanding, liabilities and other the obligations of the Borrower, and all other indebtedness, liabilities and 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 be paid avoidance as a fraudulent transfer or performed by the Guarantors in connection with this Guaranty (including any and all amounts due conveyance under Section 14)548 of the Bankruptcy Code (Title 11, shall hereinafter be collectively referred to as the “Guaranteed ObligationsUnited States Code) or any comparable provisions of any similar federal or state law.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower Company to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower Company 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 BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1410.04 of the Credit Agreement), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutelyTherefore, unconditionally and irrevocably guarantees for the Guaranteed Partiesvalue received, and their respective successorsin consideration of any loan, endorseesadvance or financial accommodation of any kind whatsoever heretofore, transferees now or hereafter made, given or granted to Borrower by Agent or any Lender pursuant to the Loan Documents, each Guarantor jointly and assignsseverally, as primary obligor, hereby unconditionally guaranties the full and prompt payment when due (due, whether at stated maturitymaturity or earlier, by required prepayment, declaration, acceleration, demand reason of acceleration or otherwise, and at all times thereafter, of all Obligations (as defined in the Credit Agreement) of all (and not merely a lesser Borrower, howsoever created, arising or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesevidenced, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated joint or unliquidatedseveral, determined now or undeterminedhereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender including without limitation any amounts which would become due but for the operation of the automatic stay under Section 362(a) of Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended (the "Bankruptcy Code"), or the operation of Sections 502(b) and 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code after the commencement of any Insolvency Proceeding with respect to Borrower, regardless of whether recovery upon such interest is allowed by the court having jurisdiction over such proceedings (all such indebtedness, liabilities and obligations may be being hereinafter referred to as "Borrower's Obligations"). Each Guarantor further jointly and severally agrees to pay all reasonable costs and expenses including, without limitation, all court costs and reasonable Attorney Costs paid or hereafter become unenforceable incurred by Agent or any Lender in endeavoring to collect all or any part of Borrower's Obligations from, or in prosecuting any action against, any Guarantor. Each Guarantor hereby agrees that its obligations under this Master Corporate Guaranty shall be an allowed unconditional, irrespective of (i) the validity or disallowed claim under enforceability of Borrower's Obligations or any Debtor Relief Lawpart thereof, and including interest that accrues after or of any Loan Documents, (ii) the commencement by or against the absence of any attempt to collect Borrower's Obligations from Borrower or any Affiliate thereof other guarantor or other action to enforce the same, (iii) the waiver or consent by Agent or any Lender with respect to any provision of any Loan Document, (iv) the failure by Agent to take any steps to perfect and maintain its Lien on, or to preserve its rights to, any security or collateral for Borrower's Obligations, (v) Agent's election, in any proceeding instituted under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations Bankruptcy Code of the Borrowerapplication of Section 1111(b)(2) of the Bankruptcy Code, and all other indebtedness(vi) any borrowing or grant of a Lien by Borrower as debtor-in-possession, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)364 of the Bankruptcy Code, shall hereinafter be collectively referred to as (vii) the “Guaranteed disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent's or any Lender's claim(s) for repayment of Borrower's Obligations, or (viii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Borrower or a guarantor.”

Guaranty. (a) Each From and after the Guarantee Effective Date (as defined below), the Guarantor hereby severally absolutelyirrevocably, absolutely and unconditionally and irrevocably guarantees to Collateral Agent, for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsratable benefit of the Secured Creditors, the full full, faithful and prompt payment complete performance when due (due, whether at stated maturity, by required prepaymentacceleration or otherwise, declarationof all agreements, accelerationcovenants, demand duties and/or obligations (whether known, unknown, fixed, contingent or otherwise) of all the Company now or hereafter existing under the Debt Documents and the Restructure Documents (as defined in the Restructuring Agreement), including any respective extensions, modifications, substitutions, amendments and not merely a lesser renewals thereof, whether for principal, interest, fees, expenses, indemnification or proportional part ofotherwise (the "Guaranteed Obligations"); PROVIDED, HOWEVER, THAT, NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS GUARANTY, THE SECURED CREDITORS AGREE THAT THEIR ONLY RECOURSE HEREUNDER WITH RESPECT TO THE GUARANTEED OBLIGATIONS AND THE GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTEE SHALL BE TO THE COLLATERAL (AS DEFINED IN THE PLEDGE AGREEMENT) PLEDGED BY THE GUARANTOR PURSUANT TO THE PLEDGE AGREEMENT AND THAT THE SECURED CREDITORS SHALL NOT SEEK ANY PERSONAL JUDGMENT AGAINST THE GUARANTOR UNDER THIS GUARANTY; further provided, however, that nothing contained in the indebtednesspreceding proviso shall in any way release, liabilities and other obligations affect or impair the existence of the Borrower (now existing Guaranteed Obligations or hereafter arising) to the Guaranteed Parties under or in connection with enforceability of the Term Loan Agreement, the Term Notes and the other Loan Restructure Documents, including all unpaid principal the enforceability of the Loans, all interest accrued thereon, all fees due under the Term Loan Pledge Agreement and all other amounts payable executed by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentGuarantor. The terms “indebtedness,” “liabilities” and “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 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”"

Guaranty. To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as March 8, 2012 (aas amended, amended and restated, supplemented or otherwise modified from time to time, including Amendment No. 1 to the Agreement and Plan of Merger dated June 19, 2012, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) Each Guarantor among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), each Guarantor, intending to be legally bound, hereby severally absolutely, unconditionally irrevocably and irrevocably unconditionally, severally but not jointly, guarantees for the Guaranteed Parties, and 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) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or Party up to such Guarantor’s respective percentage as set forth opposite its name in connection with Annex 1 (for each such Guarantor, its “Guaranteed Percentage”) the Term Loan Agreement, the Term Notes due and the other Loan Documents, including all unpaid principal punctual performance and discharge of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower obligation of Parent to pay to the Guaranteed Parties thereunderParty the Parent Termination Fee and/or the Damages Remedy (following, in connection therewithwith respect to the Damages Remedy, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesa final, debtsnon-appealable order or settlement), 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 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 indebtednesscase may be, liabilities and/or any amounts under Section 5.5(b) and other obligations Section 7.3(d) of the BorrowerMerger Agreement, if, as and all other indebtedness, liabilities and when such obligations to be paid or performed by become payable under the Guarantors in connection with this Guaranty Merger Agreement (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). In no event shall a Guarantor’s liability in respect of the Guaranteed Obligations exceed such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations (such limitation on the liability each Guarantor may have for its Guaranteed Percentage of the Guaranteed Obligations being herein referred to as such Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against any Guarantor without giving effect to such Guarantor’s Cap (and to the provisions of Sections 7 and 8 hereof). This Limited Guaranty may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. If Parent fails to discharge its Guaranteed Obligations when due, then each Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, upon the Guaranteed Party’s demand, become immediately due and payable (up to each Guarantor’s Cap), and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to discharge any of its Guaranteed Obligations, take any and all actions available hereunder to collect any Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations, subject to such Guarantor’s Cap.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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 Guarantor in connection with this Guaranty (including any and all amounts due under Section 1413), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor Guarantor, jointly and severally, as primary obligor and not merely as surety, hereby severally absolutely, unconditionally and irrevocably guarantees for guarantees: (i) the Guaranteed Partiesperformance of all obligations of the Company under the Transaction Documents, including without limitation the due and punctual payment in full (and not merely the collectibility) of all obligations under the Debentures, including all principal thereof and all interest payable thereon, at the interest rate provided therein, in each case regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy, reorganization or insolvency of the Company, each Guarantor or any of their respective successorsAffiliates (a “Reorganization”), endorsees, transferees and assigns, the full and prompt payment in each case when due (and payable, according to the terms of the Debentures and the other Transaction Documents, whether at stated maturity, by required prepayment, declaration, acceleration, demand reason of acceleration or otherwise; (ii) of all the due and punctual payment in full (and not merely a lesser the collectibility) of all other sums and charges which may at any time be due and payable by the Company in accordance with, or proportional part under the terms of, the Debentures or the other Transaction Documents, whether at stated maturity, by reason of acceleration or otherwise; (iii) the due and punctual payment in full (and not merely the collectibility), performance and/or observance of all other indebtedness, liabilities liabilities, obligations, terms, covenants and other obligations conditions contained in the Transaction Documents, whether now or hereafter existing, on the part of the Borrower Company to be paid, performed or observed; and (now existing or hereafter arisingiv) to the Guaranteed Parties under or due and punctual payment and performance in connection with full (and not merely the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal collectibility) of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement any and all other amounts payable by the Borrower to the Guaranteed Parties thereunderfuture advances and other obligations, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesliabilities of the Company to each of the Holders of every kind and description, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not duedirect, absolute indirect or contingent, liquidated whether secured or unliquidated, determined or undeterminedunsecured, and whether recovery upon such indebtednesshowsoever evidenced, liabilities incurred or arising, including without limitation any future loans and obligations may be advances made to the Company by any Holder prior to, during or hereafter become unenforceable or shall be an allowed or disallowed claim under following any Debtor Relief Law, and including interest 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 Reorganization (all of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall foregoing being hereinafter be collectively referred to as called the “Guaranteed Obligations”).”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesguarantees, as a guaranty of payment and their respective successorsperformance and not merely as a guaranty of collection, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future Indebtedness, debtsincluding any such indebtedness and liabilities of every kind, obligations nature and liabilitiescharacter, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower or any Guarantor owing to the Guaranteed Parties arising under the Term Loan Agreement or the other Loan Documents, and whenever created, arising, evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees, and expenses incurred by the Guaranteed Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, liabilities and obligations Indebtedness may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Borrower, any Guarantor under any Debtor Relief LawLaws, and including interest that accrues and expenses that are incurred or arise 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(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Guaranteed Parties’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations absent manifest error. 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 any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of any 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. Notwithstanding the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations.”

Guaranty. (a) Each To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, and subject to the limitation set forth in Section 3, the Guarantor hereby severally absolutelyirrevocably and unconditionally guarantees to the Lender, unconditionally its successors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, assigns (i) the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (and not merely a lesser or proportional part ofii) the indebtednessfull and prompt payment and performance of all terms, liabilities conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of any and all other obligations of the Borrower (under any other documents or instruments referred to in the Loan Agreement or now existing or hereafter arising) evidencing, securing, or otherwise relating to the Guaranteed Parties under Obligations or in connection with the Term Loan Agreement, Agreement (hereinafter collectively called the Term Notes and the other "Loan Documents, including all unpaid principal "). The Guarantor hereby agrees that if any of the LoansObligations or other monetary obligations, all interest accrued thereon, all fees due under duties and covenants are not paid by the Term Loan Agreement Borrower in accordance with their respective terms or if any and all other amounts payable by sums which are now or may hereafter become due from the Borrower to the Guaranteed Parties thereunderLender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, in connection therewith, and in connection with any other Loan Documentthe Guarantor will make such payments. The terms “indebtedness,” “liabilities” Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees and “court costs) paid or incurred by the Lender in endeavoring to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the other obligations” are used herein in their most comprehensive sense , duties and include covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation limitation, any and all advances, debts, obligations obligations, covenants and liabilitiesliabilities heretofore, whether now existing or hereafter arisingmade, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary and whether due or not dueinvoluntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtednessobligations, liabilities duties and obligations covenants 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 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsunenforceable.”

Guaranty. (a) Each Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise, and at all times thereafter, subject to the Liability Cap (defined below) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to Agent and the Lenders under the Credit Agreement and the other Loan Documents, including, but not limited to all “Obligations” (as defined in the Credit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by Agent and the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against a Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest 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(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”); provided, however, notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of the Guarantors hereunder shall in no event exceed $11,200,000 (the “Liability Cap”). The Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. 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 any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, save and except for the defense of payment to the extent, and solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full in accordance with the Credit Agreement.”

Guaranty. Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of the Guaranteed Parties the payment and performance in full of the Guaranteed Liabilities (as defined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) Each Guarantor hereby severally absolutelythe Company’s prompt payment in full, unconditionally when due or declared due and irrevocably guarantees for at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Company to any one or more of the Guaranteed Parties, including principal, interest, premiums and their respective successorsfees (including all actual and reasonable fees and out-of-pocket expenses Form of Guaranty of counsel (collectively, endorsees“Attorneys’ Costs”); and (b) the Company’s prompt, transferees full and assignsfaithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the Company under the Credit Agreement, the full Notes and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other Loan Documents. The Guarantors’ obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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 (including any and all amounts due under Section 14), shall Agreement are hereinafter be collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s Obligations”. Notwithstanding anything to the contrary contained herein, the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall be limited to the greater of: (a) the ‘reasonably equivalent value,’ received by such Guarantor or any of its Subsidiaries arising out of the Loan Documents (including, without limitation, repayment of intercompany or third party debt of, investments made in, and capital contributions, advances and loans made to, such Guarantor or any of its Subsidiaries, directly or indirectly, by the Company or any other Subsidiary with, or as a direct or indirect result of obtaining, the proceeds of any credit extended under the Loan Documents) in exchange for or in connection with such Guarantor’s guaranty of the Obligations, and (b) 95% of the excess of (i) a ‘fair valuation’ of the amount of the assets and other property of such Guarantor and its Subsidiaries taken as a whole as of the applicable date of determination of the incurrence of such Guarantor’s obligations hereunder over (ii) a ‘fair valuation’ of such Guarantor’s and its Subsidiaries’ debts taken as a whole as of such date, but excluding liabilities arising under this Guaranty Agreement and excluding all liabilities owing by such Guarantor and its Subsidiaries taken as a whole to the Company or any other Subsidiary or otherwise subordinated to such Guarantor’s obligations hereunder, it being understood that a portion of such indebtedness owing to the Company shall be discharged on a dollar-for-dollar basis in an amount equal to the amount paid by such Guarantor hereunder. The meaning of the terms ‘reasonably equivalent value’ and ‘fair valuation,’ and the calculations of assets and other property and debts, shall be determined in accordance with the applicable federal and California state laws in effect on the date hereof governing the determination of the insolvency of a debtor and to further the intent of all parties hereto to maximize the amount payable by any Guarantor without rendering it insolvent or leaving it with an unreasonably small amount of capital in relation to its business, in either case, at the applicable date for the determination of the incurrence of its obligations hereunder; provided, however, that each Guarantor agrees, to the maximum extent permitted by law, that ‘fair valuation’ of such Guarantor’s and its Subsidiaries’ assets and other properties means the fair market sales price as would be obtained in an arms’-length transaction between competent, informed and willing parties under no compulsion to sell or buy or collections thereof obtained in the ordinary course of business and ‘fair valuation’ of its debts means the amount, in light of the applicable circumstances, at the time, for which such Guarantor or its Subsidiaries is liable for matured known liquidated liabilities or would reasonably be expected to become liable on contingent or unliquidated liabilities as they mature and taking into consideration the nature of any such contingency and the probability that liability would be imposed. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed ObligationsLiabilities.”

Guaranty. The Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the holders from time to time of the Notes: (a) Each Guarantor hereby severally absolutelythe full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including, unconditionally without limitation, to the extent legally enforceable, interest on any overdue principal, Make-Whole Amount and irrevocably guarantees for interest at the Guaranteed Partiesrates specified in the Notes and interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company) and their respective successorsthe Make-Whole Amount, endorseesif any, transferees Tax Indemnity Amounts and assignsall other amounts owing to the holders from time to time under the Notes and the Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) to the greatest extent permissible under applicable law, the full and prompt payment when due performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by such Persons under the terms of the Agreement, and (whether at stated maturityc) payment, upon demand by required prepaymentany holder of the Notes, declaration, acceleration, demand or otherwise) of all costs and expenses, legal or otherwise (including reasonable attorneys fees) and not merely a lesser such expenses, if any, as shall have been expended or proportional part of) incurred in the indebtedness, liabilities and other obligations protection or enforcement of any right or privilege under the Borrower (now existing Agreement or hereafter arising) to the Guaranteed Parties under this Subsidiary Guarantee Agreement or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, any consultation or action in connection therewith, and in connection with each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or the Agreement or any of the terms thereof or of any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and like circumstance or circumstances (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 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 described in the Guarantors in connection with this Guaranty foregoing clause (including any and all amounts due under Section 14a), shall hereinafter be collectively clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Guaranteed Obligations herein provided for is a guaranty of the immediate and timely payment of the principal, interest and Make-Whole Amount or Tax Indemnity Amounts, if any, on the Notes 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 the Subsidiary Guarantor directly upon such Guaranteed Obligations. [SUBJECT TO LIMITATION LANGUAGE TO BE AGREED TO COMPLY WITH LOCAL LAW REQUIREMENTS IN THE JURISDICTION OF INCORPORATION OF THE GUARANTOR.”] [FOR CHEFARO PHARMA ITALIA SRL:

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arisingi) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, thereunder or in connection therewith, (ii) to the Swap Obligation Providers arising under any Swap Contract, including obligations and liabilities arising in connection with or as a result of early termination of any other Loan DocumentSwap Contract, whether or not occurring as a result of a default thereunder, and (iii) to the FX/Cash Management Obligation Providers arising under any FX/Cash Management Agreement. The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws Insolvency Proceeding 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 (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor The Guarantors each hereby severally jointly and severally, absolutely, unconditionally and irrevocably guarantees guarantee for the Guaranteed PartiesLender, and their respective its 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Lender under or in connection with the Term Loan Credit Agreement, the Term Notes Note and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties Lender thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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 (including any and all amounts due under Section 1412), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. In order to induce the Counterparty to enter into certain variable prepaid forward transactions (the "Transactions"), the terms and conditions of which are set forth in the Confirmation between Citibank, N.A. and USCCI Corporation dated as of May 14, 2002 (the "Confirmation")), with the Guarantor's wholly-owned subsidiary USCCI Corporation ("Primary Obligor"), the Guarantor absolutely and unconditionally guarantees to the Counterparty, its successors and permitted assigns, the prompt payment of the Guaranteed Obligations, as defined below. Except as expressly provided herein, such guarantee shall be without regard to any counterclaim, set-off, deduction or defense of any kind which Primary Obligor or the Guarantor may have or assert against Counterparty, and without abatement, suspension, deferment or diminution on account of any event or condition whatsoever; provided however, that Guarantor's obligations under this Guaranty shall be subject to Primary Obligor's defenses and rights to set-off, counterclaim or withhold payment as provided in the Agreement (as hereinafter defined). Capitalized terms not otherwise defined in this Guaranty shall have the meaning provided for such terms in the Agreement. "Guaranteed Obligations" shall mean the sum of (i) the Counterparty Floating Amounts payable with respect to the Transactions under the Agreement and (ii) the difference between (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower Primary Obligor with respect to the Guaranteed Parties thereunderTransactions under the Agreement, in connection therewithwhether due or to become due, and in connection secured or unsecured, joint or several together with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations costs 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 expenses incurred by Counterparty in enforcing Counterparty's rights under any Debtor Relief Law, and including interest 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 (including the "Other Amounts") less (b) the value of the Collateral; provided however that in the event that the Counterparty uses its reasonable best efforts to realize the value of the Collateral by setoff, sale, acceptance or any other means available to Counterparty under the Agreement and all amounts due is unable to realize the full value of the Collateral for 30 days after an Early Termination Date under Section 14)the Agreement has been declared then, shall hereinafter be collectively referred to as the “"Guaranteed Obligations" shall mean the sum of (i) all Counterparty Floating Amounts owing under the Agreement and (ii) the difference between (a) the Other Amounts less (b) the value of the Collateral the Counterparty has been able to realize within such 30 day period, if any. The term "Agreement" means, collectively, (i) the ISDA Master Agreement, together with the Schedule thereto, dated as of the date hereof between Counterparty and Primary Obligor (ii) the Master Terms and Conditions for Prepaid Forward Transactions, dated as of the dates hereof, between Counterparty and Primary Obligor and (iii) the Confirmation, taken together as comprising one and the same contract.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for In order to induce the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsBeneficiary to extend credit to the Company pursuant to the Purchase Agreement, the Guarantor irrevocably and unconditionally guaranties, as primary obligor and not merely as surety, the due and punctual payment in full and prompt payment of all Guarantied Amounts (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentBankruptcy Code). The terms term “indebtedness,Guarantied Amounts” “liabilities” and “obligations” are is used herein in their its most comprehensive sense and include without limitation includes any and all obligations of Company in respect of notes, advances, borrowings, loans, debts, obligations interest, fees, costs, expenses (including, without limitation, legal fees and liabilitiesexpenses of counsel and allocated costs of internal counsel), indemnities and liabilities of whatsoever nature now or hereafter made, incurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon however arising under or in connection with the Purchase Agreement, the Notes, this Guaranty and the other Related Documents, including those arising under successive borrowing transactions under the Purchase Agreement which shall either continue such indebtedness, liabilities obligations of the Company or from time to time renew them after they have been satisfied. The Guarantor acknowledges that the Guarantied Amounts are being incurred for and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under will inure to the benefit of the Guarantor. Any returns on any Debtor Relief Law, and including interest portion of the Guarantied Amounts that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Company (or, if returns on any portion of the Guarantied Amounts ceases to accrue by operation of law by reason of the commencement of said proceeding, such returns as would have accrued on such portion of the Guarantied Amounts if said proceeding had not been commenced) shall be included in the Guarantied Amounts because it is the intention of the Guarantor and the Beneficiary that the Guarantied Amounts should be determined without regard to any rule of law or against order that may relieve the Borrower Company of any portion of such Guarantied Amounts. In the event that all or any Affiliate thereof portion of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtednessGuarantied Amounts is paid by the Company, liabilities and other the obligations of the BorrowerGuarantor 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 the Beneficiary as a preference, fraudulent transfer or otherwise, and all any such payments that are so rescinded or recovered shall constitute Guarantied Amounts. Subject to the other indebtednessprovisions of this Section 1, liabilities upon the failure of the Company to pay any of the Guarantied Amounts when and obligations as the same shall become due, the Guarantor will upon demand pay, or cause to be paid or performed by paid, in cash, to the Guarantors Beneficiary, an amount equal to the aggregate of the unpaid Guarantied Amounts. Such payments shall be made in connection accordance with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsapplicable provisions of the Purchase Agreement.”

Guaranty. (a) Each Guarantor hereby severally absolutelyGuarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and irrevocably guarantees for not merely as surety (i) to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Lender Creditors the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part ofx) the indebtednessprincipal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrowers under the Credit Agreement and (y) all other obligations (including, without limitation, obligations which, but for the commencement of any insolvency proceeding, would become due), liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 indebtedness owing by the each Borrower to the Guaranteed Parties thereunderLender Creditors under the Credit Agreement and each other Credit Document to which such Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, in connection therewitheach case, and any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in connection with the Credit Agreement, whether or not such interest is an allowed claim in any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiessuch proceeding)), whether now existing or hereafter arisingincurred under, arising out of, or in connection with, the Credit Agreement and each such other Credit Document (all such principal, premium, interest, liabilities, indebtedness and other obligations under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Secured Hedging Agreements are herein collectively called the “Credit Document Obligations”) and (ii) to each Other Creditor the full and prompt payment when due (whether voluntary at the stated maturity, by acceleration or involuntary and whether due or not otherwise) of all obligations (including obligations which, but for the commencement of any insolvency proceeding, would become 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 indebtedness (including, in each case, any Debtor Relief Law, and including interest that accrues accruing after the commencement by or against the Borrower or any Affiliate thereof of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrowers and their Subsidiaries under any Debtor Relief Laws naming Secured Hedging Agreement, whether now in existence or hereafter arising, (all such Person as the debtor in such proceeding. The foregoing indebtednessobligations, liabilities and other obligations of indebtedness described in this clause (ii) being herein collectively called the Borrower“Other Obligations” and together with the Credit Document Obligations, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor, the Borrowers, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. The following capitalized terms used herein shall have the definitions specified below:

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to (a) the Lessor and (b) to the extent of Lessee's obligations to the Indemnitees, the Indemnitees, the prompt payment and performance of all obligations of Lessee under the Guaranteed PartiesAgreements (all of the foregoing obligations and undertakings are collectively referred to hereinafter as the "GUARANTEED OBLIGATIONS"). This Guaranty is an irrevocable, absolute, present, primary, continuing, unlimited and their respective successors, endorsees, transferees and assigns, unconditional promise with respect to the full and prompt punctual payment and performance by Lessee of each of the Guaranteed Obligations, and is not a promise of collectibility only, and is in no way conditional upon the requirement that Lessor first attempt to collect payment or demand performance from Lessee or that Lessor resort to any security or other means of obtaining such payment or performance or upon any other contingency. If for any reason (i) any such sums shall not be paid promptly by Lessee when due or (ii) any such covenant, agreement, term or condition is not performed or observed by Lessee in accordance with any Guaranteed Agreement, Guarantor shall, without notice or demand of any nature, pay the same by wire transfer of immediately available federal funds to the Person or Persons entitled thereto pursuant to the provisions of said instruments and shall perform and observe or cause to be promptly performed and observed every such covenant, agreement, term and condition, in each case regardless of (i) any defenses or rights of set-off or counterclaims which Guarantor or Lessee may have or assert (other than a defense of payment), (ii) whether at stated maturity, by required prepayment, declaration, acceleration, demand Lessor shall have taken any steps to enforce any rights against Lessee or otherwise) of all (and not merely any other remedy thereunder as a lesser or proportional part of) the indebtedness, liabilities and other obligations result of the Borrower default of Lessee thereunder and (now existing iii) any other event, condition, contingency or hereafter arising) circumstance whatsoever. Guarantor also agrees to pay to such Persons such further amounts as shall be sufficient to cover the costs and expenses of collecting such sums or any part thereof, or of otherwise enforcing or protecting the rights of such Persons under the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Agreements and the other Loan Documentsthis Guaranty, including reasonable fees and expenses of its attorneys and to Lessor and its attorneys for all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, services rendered in that connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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 related 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor The Guarantor, as primary obligor and not -------- merely as surety, hereby severally absolutely, irrevocably and unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt punctual payment when due (due, whether at stated maturityStated Maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations Obligations of the Borrower (Company now existing or hereafter arising) to existing under this Indenture whether for Principal of or interest on the Notes, expenses, indemnification or otherwise (all such Obligations guaranteed hereby by the Guarantor being the "Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal Obligations"). The guaranty of the Loans, all interest accrued thereon, all fees due Guarantor under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used this Article XI is 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 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “"Non-Recourse Guaranty." Notwithstanding anything herein to the contrary, the Guarantor's liability under this Article XI and Article X shall be limited to the Collateral and the proceeds realized by the Trustee upon the sale or other realization of such Collateral, it being understood that it is the intention of the foregoing that this Non-Recourse Guaranty otherwise is a non-recourse obligation of the Guarantor and that the Trustee's and the Holders' rights to recover against the Guarantor hereunder shall be limited solely to the Collateral and the proceeds realized by the Trustee upon the sale or other realization of Collateral pledged pursuant to Article X. Subject to the limited recourse set forth in the immediately preceding paragraph, the Guarantor agrees to pay, in addition to the amount stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Article XI with respect to the Guarantor. Without limiting the generality of the foregoing, this Non-Recourse Guaranty guarantees, to the extent provided herein, the payment of all amounts which constitute part of the Guaranteed ObligationsObligations and would be owed by the Company under this Indenture or the Notes but for the fact that they are unenforce- able or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the each Designated Borrower (now existing or hereafter arisingarising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of the L/C Obligations, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 LawLaws, and including interest that accrues after the commencement by or against the any Designated 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 each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1412), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. Guarantor, as primary obligor and not as surety, hereby guarantees, without any setoff or other deduction, to Airco (ai) Each Guarantor hereby severally absolutelythe due, unconditionally punctual and irrevocably guarantees for full payment by Groundco of all payments of any and all sums to be paid by Groundco pursuant to the Guaranteed PartiesACMI Agreement, whether such obligations now exist or arise hereafter, when and as the same shall become due and payable by Groundco in accordance with the terms thereof, and their respective successors(ii) the due, endorseesprompt and faithful performance and discharge by, transferees and assignscompliance with, all other obligations, covenants, terms, conditions, undertakings and liabilities of, Groundco under the full ACMI Agreement in accordance with the terms thereof (all of the obligations, covenants, terms, conditions, undertakings and prompt payment when due (whether at stated maturityliabilities described in this Section 2 are herein collectively referred to as the "Guarantied Obligations"). This Guaranty is continuing, by required prepaymentabsolute and unconditional and a guaranty of payment, declaration, acceleration, demand or otherwise) of all (performance and compliance and not merely a lesser of collectibility, and is in no way conditioned or proportional part of) contingent upon any attempt to collect from or enforce performance or compliance by Groundco or the indebtedness, liabilities and exercise or assertion of any other obligations of the Borrower (now existing right or hereafter arising) remedy to the Guaranteed Parties which Airco is or may be entitled under or in connection with the Term Loan ACMI Agreement. If for any reason whatsoever Groundco shall fail or be unable duly, punctually and fully to pay such amounts as and when the Term Notes same shall become due 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 the Borrower in accordance with their terms or to the Guaranteed Parties thereunder, in connection therewith, and in connection perform or comply with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancessuch obligation, debtscovenant, obligations and liabilitiesterm, whether now existing condition or hereafter arisingundertaking, whether voluntary Guarantor will promptly pay 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 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 cause to be paid such amounts to the person or persons entitled to receive the same under the terms of the ACMI Agreement, or perform or comply with any such obligation, covenant, term, condition or undertaking or cause the same to be performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsor complied with.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesto Lender, and their respective its 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Lender under or in connection with the Term Loan Credit Agreement, the Term Notes Notes, the Supply Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, therewith and in connection with any other Loan Documentall sums payable under the Supply Agreement. The terms “indebtedness,” “liabilities” and “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 commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. 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 Guarantor in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor Guarantors hereby severally absolutely, absolutely and unconditionally and irrevocably guarantees for guarantee the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt punctual payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , without set-off, counterclaim or other reduction whatsoever, of all (and not merely a lesser or proportional part ofi) the indebtedness, liabilities and other obligations aggregate outstanding unpaid principal amount of the Borrower Loan (now existing or hereafter arisinghereinafter defined), (ii) to all accrued and unpaid interest on the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal amount of the LoansLoan, and (iii) all interest accrued thereon, all fees other amounts due under the Term Loan Agreement from time to time or under any documents and all other amounts payable by instruments executed and delivered or assigned to Lender in order to evidence or secure the Borrower to Loan or evidence or perfect a lien or security interest in collateral for the Guaranteed Parties thereunder, in connection therewithLoan (the "Collateral Documents"), and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesextensions, debtsrenewals or modifications of any of the foregoing (such principal, obligations interest and liabilitiesother amounts are hereinafter referred to collectively as the "Obligations"). In addition, if Guarantors shall fail to pay any amount due hereunder upon demand in accordance with the terms hereof Guarantors shall pay any and all fees, costs and expenses (including reasonable attorneys' fees) incurred by Lender to third parties, whether now existing litigation is involved or hereafter arisingnot, and if involved, whether voluntary at the trial or involuntary and whether due appellate levels or not duein pre- or post-judgment or bankruptcy proceedings, 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 in enforcing 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 Guarantors hereunder or performed by the Guarantors in connection with realizing upon any collateral securing this Guaranty (including all of the foregoing fees, costs and expenses are referred to herein collectively as the "Guaranteed Expenses"). The Obligations and any instrument, document or agreement, express or implied, which has been or may hereafter be made or entered into by Guarantors, Borrower (hereinafter defined) or any other person or entity in reference to the Obligations (including, without limitation, the Collateral Documents and the Pledge Agreement, as hereinafter defined) shall all amounts due under Section 14), shall be hereinafter be collectively referred to as the “Guaranteed Obligations"Terms".”

Guaranty. (a) Each Guarantor hereby Guarantors jointly and severally absolutelyirrevocably and unconditionally guaranty, unconditionally as primary obligors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsnot merely as sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentBankruptcy Code). The terms “indebtedness,” “liabilities” and “obligations” are term "Guarantied Obligations" is used herein in their its most comprehensive sense and include without limitation includes any and all advancesObligations of Company, debtsnow or hereafter made, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon such indebtednesshowever arising under or in connection with the Credit Agreement, liabilities this Guaranty and obligations may be the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue the Obligations of Company or hereafter become unenforceable or shall be an allowed or disallowed claim under from time to time renew them after they have been satisfied. Any interest on any Debtor Relief Law, and including interest portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied SUBSIDIARY GUARANTY (SunPower Corporation) Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, 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 against order that may relieve Company of any portion of such Guarantied Obligations. In the Borrower event that all or any Affiliate thereof portion of any proceeding under any Debtor Relief Laws naming such Person 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 debtor 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 preference, fraudulent transfer or otherwise upon the insolvency, bankruptcy or reorganization of Company, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other provisions of this Section 1, upon the failure of Company to pay any of the Guarantied Obligations when and as the same shall become due (by taking into account any applicable grace periods), each Guarantor will immediately upon receipt of written notice from Guarantied Party demanding payment, pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, the amount of the unpaid Guarantied Obligations set forth 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsnotice.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other monetary obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower Company to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower Company 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 BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Agent for the benefit of the Agent and the Secured Parties (as defined in the Credit Agreement), whether associated with any credit or other financial accommodation made to or for the benefit of the Borrower by the Lenders or otherwise and whenever created, arising, evidenced or acquired in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Agent and the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against each Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest 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(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Agent’s and each Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive absent manifest error for the purpose of establishing the amount of the Guaranteed Obligations. 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 each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.”

Guaranty. The Guarantor hereby (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, punctual payment and their respective successors, endorsees, transferees and assigns, the full and prompt payment performance when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Indebtedness, and (b) agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and related expenses) incurred by the TBCC in enforcing any rights under this Guaranty. As used herein, "Indebtedness" means and includes all loans (including the Loans), advances, debts, liabilities, obligations, covenants and duties owing by Borrower (now existing to TBCC of any kind or hereafter arising) to the Guaranteed Parties under nature, present or future, whether or not evidenced by any note, guaranty or other instrument, which may arise under, out of, or in connection with with, any present or future Loan and Security Agreement between Borrower and TBCC (the Term "Loan Agreement"), any other Loan Document or any other agreement executed in connection herewith or therewith, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, purchase, discount or otherwise), whether absolute or contingent, due or to become due, now due or hereafter arising and however acquired. The term "Indebtedness" includes, without limitation, all interest (including interest accruing on or after an Insolvency Event, whether or not an allowed claim), charges, expenses, commitment, facility, closing and collateral management fees, letter of credit fees, reasonable attorneys' fees, and any other sum properly chargeable to Borrower under the Loan Agreement, the Term 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 Documents or any other amounts payable by the Borrower to the Guaranteed Parties thereunder, agreement executed in connection herewith or therewith. (Capitalized terms used in this Guaranty, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” which 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 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 (including any and all amounts due under Section 14)defined, shall hereinafter be collectively referred to as have the “Guaranteed Obligationsmeanings set forth in the Loan Agreement.”)

Guaranty. The Guarantor hereby fully, unconditionally and -------- irrevocably guarantees, as primary obligor and not merely as a surety, on a senior unsecured basis (pari passu with all other senior unsecured indebtedness of the Guarantor), (a) Each the due and punctual performance and observance by the Facility Lessee of each term, provision and condition binding upon or applicable to the Facility Lessee under or pursuant to any of the Operative Documents (including, without limitation, interest at the then applicable rate provided in the applicable Lease Indenture after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Facility Lessee, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (the "Performance Obligations"), and (b) the due, punctual and full payment (when and as the same may become due and payable) of each amount that the Facility Lessee is or may become obligated to pay under or pursuant to any of the Operative Documents, in accordance with the terms thereof (the "Payment Obligations"), by acceleration or otherwise without offset or deduction. In the case of any failure by the Facility Lessee to perform or observe the Performance Obligations after notice thereof by any Guaranteed Party, the Guarantor agrees to cause such performance or observance to be done, and in the case of any failure by the Facility Lessee to make Payment Obligations as and when the same shall become due and payable (by acceleration or otherwise), the Guarantor hereby severally absolutelyagrees to make such payment (and, unconditionally in addition, such further amounts, if any, as shall be sufficient to cover any and irrevocably guarantees for all costs and expenses, including reasonable legal fees, of collection and enforcement hereunder); provided, that nothing herein shall expand the Guaranteed Parties, and 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) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other aforesaid obligations of the Borrower (now existing or hereafter arising) to Guarantor beyond those of the Guaranteed Parties Facility Lessee under or in connection with the Term Loan Agreement, the Term Notes Operative Documents. All Performance Obligations 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” Payment 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 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to in this Guaranty as the “Guaranteed "Obligations.”" ----------- The Guarantor hereby acknowledges and agrees that this Guaranty constitutes a continuing guaranty and shall remain in full force and effect until such time as all of the Obligations are finally paid, performed and observed in full. The Guarantor hereby further acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due and not of collection and waives any right to require that any resort be had by any Guaranteed Party against any other obligor, to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of any Guaranteed Party in favor of the Facility Lessee or any other person or against any guarantor under any other guarantee covering the Obligations.

Guaranty. (a) Each Guarantor The Guarantor, hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties(a) guarantees, as primary obligor and their respective successors, endorsees, transferees and assignsnot merely as surety, the full due and prompt payment payment, at any time and from time to time as and when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) ), of all (obligations and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Debtor under or in connection with respect of the Term Loan AgreementSenior Subordinated Notes, the Term Notes Securities Purchase Agreement and the other Loan Transaction 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 created or involuntary arising and whether due direct or not dueindirect, absolute or contingent, liquidated due or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter to become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Lawdue, and including interest that accrues accruing after the filing of a petition or commencement of a case by or against with respect to the Borrower or any Affiliate thereof of any proceeding Debtor seeking relief under any Debtor Relief Laws naming Bankruptcy Law, whether or not the claim for such Person as the debtor interest is allowed in such proceeding. The foregoing indebtedness, proceeding (all obligations and liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors described in connection with this Guaranty clause (including any and all amounts due under Section 14a), shall hereinafter be collectively referred to as collectively, the “Guaranteed Obligations”), and (b) agrees to pay the reasonable fees and expenses of counsel to, and reimburse upon demand all costs and expenses incurred or paid by, the Guaranteed Party in connection with any amendments, modifications or waivers of the provisions of this Agreement and the other Transaction Documents and in connection with any suit, action or proceeding to enforce or protect any of its rights hereunder or under any other Transaction Document. The Guarantor further agrees that all or part of the Guaranteed Obligations may be increased, extended, substituted, amended, renewed or otherwise modified by means of an agreement with the Debtor or a waiver or accommodation granted by the Guaranteed Party, 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 Guaranteed Obligations and would be owed by the Debtor to the Guaranteed Party but for the fact that they are unenforceable or not allowable due to the existence of a proceeding with respect to any Bankruptcy Law involving the Debtor.”

Guaranty. (a) Each The Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender (including all renewals, extensions, amendments, refinancings and other modifications thereof) arising under that certain Amended and Restated Credit Agreement dated as of December , 2009 among the Borrower, the Lender and the lenders party thereto (the “Credit Agreement”) (including all “Obligations” as defined in the Credit Agreement) and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement and whether recovery upon such indebtedness, indebtedness and liabilities and obligations 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 under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest 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(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations absent manifest error. This Guaranty shall not be affected by the 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 (other than manifest error or the prior payment of such Guaranteed Obligations), and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, to Lender the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties under Lender, whether created under, arising out of or in connection with the Term Loan AgreementAgreement or any other document or instrument executed or delivered in connection therewith (each a "Document" and, collectively, the Term Notes and the other Loan "Documents") or otherwise, including all unpaid principal of the Loansprincipal, all interest accrued thereon, all fees due under the Term Loan Agreement to Lender and all other amounts payable by the Borrower Company to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and in connection with any other Loan Document. The terms “"indebtedness,” “" "liabilities” " and “"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, regardless of by what instrument, agreement, contract or entry in Lender's accounts they may be evidenced, or whether evidenced by any instrument, agreement, contract or entry in Lender's accounts, 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 under the Bankruptcy Reform Act of 1978 (the "Bankruptcy Code") or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest 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 proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1411 hereof), shall hereinafter be collectively referred to as the “Guaranteed "Obligations.”"

Guaranty. Each Guarantor unconditionally guaranties, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, (a) Each Guarantor hereby severally absolutelythe due and punctual payment of all of the Obligations (as hereinafter defined), unconditionally including interest and irrevocably guarantees for earnings on any such Obligations, whether accruing before or after any bankruptcy or insolvency case or proceeding involving the Guaranteed PartiesLessee or any Guarantor, or any other Person and, if interest or earnings on any portion of such Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, including such interest and earnings as would have accrued on any such portion of such Obligations if such case or proceeding had not commenced, and their respective successors, endorsees, transferees further agrees to pay all reasonable expenses (including reasonable attorneys' fees and assigns, the full and prompt payment when due (whether at stated maturity, legal expenses) actually paid or incurred by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations each of the Borrower (now existing Funding Parties in endeavoring to collect the Obligations or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewithany part thereof, and in connection with any other Loan Documentenforcing this Subsidiary Guaranty Agreement. The terms “indebtedness,” “liabilities” and “obligations” are term "Obligations", as used herein herein, shall mean all of the following, in their most comprehensive sense and include without limitation any and all advanceseach case howsoever created, debts, obligations and liabilitiesarising or evidenced, whether now existing direct or hereafter arisingindirect, whether voluntary joint or involuntary and whether due or not dueseveral, absolute or contingent, liquidated or unliquidatednow or hereafter existing, determined or undetermineddue or to become due: (i) all amounts payable by the Lessee under the Lease (including, without limitation, Basic Rent, Supplemental Rent and Recourse Deficiency Amount), the Master Agreement (including the unused fee), the Construction Agency Agreement or any other Operative Document, and whether recovery upon (ii) all principal of the Notes and interest accrued thereon, the Lessor's Invested Amount and accrued Yield thereon and all additional amounts and other sums at any time due and owing, and required to be paid, to the Funding Parties under the terms of the Master Agreement, the Loan Agreement, the Assignment of Leases and Rents, the Mortgages, the Notes or any other Operative Document; provided, however, that, notwithstanding anything to the contrary contained herein, the Guarantors will not be obligated under any circumstances to pay under this Subsidiary Guaranty Agreement, and the term "Obligations" shall not include, any amounts greater than that which the Lessee would have had to pay under the Lease, the Master Agreement, the Construction Agency Agreement and the other Operative Documents assuming that such indebtednessdocuments were enforced in accordance with their terms (and without giving effect to any discharge or limitation thereon resulting or arising by reason of the bankruptcy or insolvency of the Lessee), liabilities plus all reasonable costs actually incurred of enforcing this Subsidiary Guaranty Agreement; and obligations provided, further that with respect to indemnities that arise pursuant to Section 7.1 of the Master Agreement with respect to any Construction Land Interest during the Construction Term therefor, only the Lessor may make a claim under this Subsidiary Guaranty Agreement. Each Guarantor further agrees that the Obligations may be extended or hereafter become unenforceable renewed, in whole or shall be an allowed in part, without notice to or disallowed claim under any Debtor Relief Lawfurther assent from it, and including interest that accrues after the commencement by it will remain bound upon its guarantee notwithstanding any extension or against the Borrower or any Affiliate thereof renewal 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsObligation.”

Guaranty. In order to induce TBCC to enter into a Loan and Security -------- Agreement with the Borrower or to continue to provide financing thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, payment and their respective successors, endorsees, transferees and assigns, the full and prompt payment performance when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewithIndebtedness, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation (b) agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and related expenses) incurred by TBCC in enforcing any rights under this Guaranty or in enforcing any of the Indebtedness against the Borrower. As used herein, "Indebtedness" means and includes all present and future loans (including the Loans), advances, debts, obligations and liabilities, whether obligations, guarantees, covenants and duties now existing or hereafter arisingowing by Borrower to TBCC of any kind or nature, whether voluntary present or involuntary and whether due or not duefuture, absolute or contingent, liquidated or unliquidated, certain or uncertain, determined or undetermined, monetary or nonmonetary, written or oral, whether Borrower may be liable individually or jointly with others, whether incurred directly to TBCC or acquired by TBCC by assignment or otherwise, or held by TBCC on behalf of others, and regardless of whether recovery upon such thereon may be or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or otherwise unenforceable, including without limitation all indebtedness, liabilities and obligations which may be arise under, out of, or in connection with, any present or future Loan and Security Agreement between Borrower and TBCC (the "Loan Agreement"), any other Loan Document or any other agreement executed in connection herewith or therewith, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, purchase, discount or otherwise), whether absolute or contingent, due or to become due, now due or hereafter become unenforceable arising and however acquired. The term "Indebtedness" includes, without limitation, all interest (including interest accruing on or shall be after an Insolvency Event, whether or not an allowed or disallowed claim under any Debtor Relief Lawclaim), charges, expenses, commitment, facility, closing and collateral management fees, letter of credit fees, reasonable attorneys' fees, and including interest that accrues after any other sum chargeable to Borrower under the commencement by Loan Agreement or against the other Loan Documents. (Capitalized terms used in this Guaranty, which are not defined, shall have the meanings set forth in the Loan Agreement.) As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall also include Borrower in its capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and any trustee, custodian or receiver for Borrower or any Affiliate thereof of its assets, should Borrower hereafter become the subject of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such bankruptcy or insolvency proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, voluntary or TBCC Cross-Corporate Continuing Guaranty ----------------------------------------------------------------- involuntary; and all other indebtedness, liabilities and obligations incurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, from time to time, be paid or performed given by the Guarantors TBCC to Borrower in connection with TBCC's sole discretion, but Guarantor acknowledges and agrees that acceptance by TBCC of this Guaranty (including shall not constitute a commitment of any and all amounts kind by TBCC to extend such credit or other financial accommodation to Borrower or to permit Borrower to incur Indebtedness to TBCC. All sums due under Section 14), this Guaranty shall hereinafter be collectively referred bear interest from the date due until the date paid at the highest rate charged with respect to as any of the “Guaranteed Obligations.”Indebtedness

Guaranty. IN CONSIDERATION of credit and financial accommodations extended, to be extended or continued to TRONCO ENERGY CORPORATION, a Delaware corporation, hereinafter called "Borrower," by ACF PROPERTY MANAGEMENT, INC., a California corporation (aas Assignee from FORTUNA ASSET MANAGEMENT, L.L.C.). hereinafter called "Lender" and for other good and valuable considerations, I, we, and each of us have jointly, severally and unconditionally guaranteed and do hereby jointly, severally and unconditionally guarantee to Lender, the payment and collection of each and every claim, demand, indebtedness, right or canse of action of every nature whatsoever against said Borrower now or hereafter existing, due or to become due to, or held by Lender as shown upon the accounts and business records of Lender to the extent of that one certain AMENDED AND RESTATED PROMISSORY NOTE of even date herewith in the amount of NINE MILLION TWO HUNDRED EIGHTY FOUR THOUSAND THREE HUNDRED SEVENTY EIGHT AND 34/100 DOLLARS ($9,284,378.34) Each Guarantor (“Note"), together with interest as it may accrue and if this Guaranty is placed with an attorney for collection or if collected by suit or through any probate, bankruptcy, or other court, to pay all court costs and attorney's fees in the amount of $50,000.00 or such other amount as the court enforcing this Guaranty finds to be reasonable, customary and necessary, which the undersigned agree is a reasonable fee, together with any and all expenses incurred by Lender in enforcing this Guaranty. This is a continuing guaranty and all extensions of credit and financial accommodation concurrently herewith or hereafter made by Lender to Borrower shall be conclusively presumed to have been made in acceptance hereof, and this Guaranty shall continue in full force and effect for any and all renewals, extensions and/or modifications of the Note and/or indebtedness herein described. All indebtedness of Borrower to the undersigned, whether now existing or hereafter arising (including indebtedness resulting from this Guaranty) is hereby severally absolutely, unconditionally and irrevocably guarantees assigned to Lender to the extent of the amount of this Guaranty as security for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, payment of all liability or liabilities of Borrower to Lender. To the full and prompt payment when due extent such indebtedness of Borrower is to the undersigned (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) exceeds the amount of this Guaranty, such indebtedness is hereby subordinated to all liability or liabilities of Borrower to Lender. The undersigned acknowledge and agree that possession of this Guaranty by Lender constitutes true and correct execution and actual and proper delivery of same to Lender and the undersigned waive notice of acceptance of this Guaranty and of any liability to which it applies or may apply, and waive presentment and demand for payment thereof, notice of dishonor or non-payment thereof, collection or instigation of suit or any other action by Lender in collection thereof including any notice of default in payment thereof or other notice to, or demand of payment therefore on, any party. Payment by the undersigned shall be made at the office of Lender at 10000 Xxxxxxx Xxxx., Xxxxxx Xxxx, , Xxx Xxxxxxx, Xxxxxxxxxx. Lender may, at its option, at any time without the consent of, or notice to the Guaranteed Parties under undersigned, without incurring responsibility to the undersigned, without impairing or releasing the obligations of the undersigned, upon or without any terms or conditions and in whole or in connection with part, (1) change the Term Loan Agreementmanner, place or terms of payment or change or extend the Term Notes time of payment of, renew, or alter any liability of Borrower hereby guaranteed, or any liabilities incurred directly or indirectly hereunder, 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 the Borrower guaranty herein made shall apply to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 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, changed, extended, renewed or altered in any manner, (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure or securing the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any offset against any said liabilities, (3) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting, (4) settle or compromise any liabilities hereby guaranteed or hereby incurred, and may subordinate the payment of ah or any part of such liabilities to the payment of any liabilities which may be due to Lender or others, and, (5) apply any sums paid, to any liability or liabilities of Borrower to Lender regardless of what liability or liabilities of Borrower to Lender remain unpaid. Lender may, at its option, without the consent of or notice to the undersigned, apply to the payment of the liability created by this Guaranty, at any time after such liability becomes payable, any monies, property, or other assets belonging to the undersigned in the possession, care, custody and control of Lender. and the sole effect of revocation or termination shall be to exclude from this Guaranty liabilities thereafter arising which are unconnected with liabilities theretofore existing or transactions theretofore entered into. The undersigned, if more than one, shall be jointly severally liable hereunder and the term "undersigned" shall mean the undersigned or any one or more of them. Any one signing this Guaranty shall be bound hereby, whether or not any other party signs this Guaranty or is released therefrom at any time. Any married woman who signs this Guaranty hereby expressly agrees that recourse may be had against her separate property for all other indebtednessher obligations under this Guaranty. This Guaranty shall bind and inure to the benefit of the respective heirs, liabilities executors, administrators, successors and obligations assigns of Lender and the undersigned. This Guaranty in the possession of the Lender will be presumed that same has been executed and delivered, by each of the undersigned for a valuable consideration. This Guaranty may be executed in multiple original counterparts each being of equal weight and dignity. This Guaranty is an addition to, and not in lieu of that certain GUARANTY dated August 10, 2007 executed and delivered by Txxx Xxxxx. WITNESS our hands at Vernal, Uintah County, Utah, on this the 15 day of June, 2009. /s/ G. TXXX XXXXX G. TXXX XXXXX SS# ###-##-#### UTAH Drivers License #7000000 SUBSCRIBED AND SWORN TO BEFORE ME, by G. TXXX XXXXX on this the 15 day of June 2009. /s/ DEL R. XXXXX NOTARY PUBLIC FOR STATE OF UTAH Commission Expires: 8/10/2009 /s/ AXXXXXX XXXXX XXXXX AXXXXXX XXXXX MXXXX XX# ###-##-#### UTAH Drivers License # 12809850 SUBSCRIBED AND SWORN TO BEFORE ME, AXXXXXX XXXXX XXXXX on this the 15th day of June, 2009. GXXXXXX XXXX XXXXX TRUST (as established under the REVOCABLE TRUST AGREEMENT OF GXXXXXX XXXX XXXXX dated October 28, 1999, as amended) BY: /s/ GXXXXXX XXXX XXXXX, TRUSTEE GXXXXXX XXXX XXXXX, TRUSTEE /s/ AXXXXXX XXXXX XXXXX, TRUSTEE AXXXXXX XXXXX XXXXX, TRUSTEE SUBSCRIBED AND SWORN TO BEFORE ME, by GXXXXXX XXXX XXXXX, TRUSTEE and AXXXXXX XXXXX XXXXX, TRUSTEE who signatures appear above on this the 15 day of June, 2009. /s/ DEL R. XXXXX NOTARY PUBLIC FOR STATE OF UTAH Commission Expires: 8/10/2009 AXXXXXX XXXXX XXXXX TRUST (as established under the REVOCABLE TRUST AGREEMENT OF AXXXXXX XXXXX XXXXX dated October 28, 1999, as amended) BY: /s/ GXXXXXX XXXX XXXXX, TRUSTEE GXXXXXX XXXX XXXXX, TRUSTEE /s/ AXXXXXX XXXXX XXXXX, TRUSTEE AXXXXXX XXXXX XXXXX, TRUSTEE SUBSCRIBED AND SWORN TO BEFORE ME, GXXXXXX XXXX XXXXX, TRUSTEE and AXXXXXX XXXXX XXXXX, TRUSTEE who signatures appear above on this the 15th day of June, 2009. /s/ DEL R. XXXXX NOT ARY PUBLIC FOR STATE OF UTAH Commission Expires 8/10/2009 MXXXX MANAGEMENT COMPANY, LLC BY: /s/ AXXXXXX XXXXX MXXXX XXXXXXX DXXXX XXXXX, MANAGER SUBSCRIBED AND SWORN TO BEFORE ME, AXXXXXX XXXXX XXXXX, MANAGER who signatures appear above on this the 15th day of June, 2009. SUPERIOR DRILLING PRODUCTS, LLC BY: /s/ AXXXXXX X. XXXXX AXXXXXX X. XXXXX, MANAGER SUBSCRIBED AND SWORN TO BEFORE ME, AXXXXXX XXXXX XXXXX MANAGER who signatures appear above on this the 15th day of June, 2009. /s/ DEL R. XXXXX NOTARY PUBLIC FOR STATE OF UTAH Commission Expires 8/10/2009 THIRD AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 This THIRD AMENDMENT TO LOAN AGREEMENT (“Third Amendment”) is entered into on this ____ day of December, 2013 to be paid effective as of January 1, 2014 (“Effective Date”) by and between TRONCO ENERGY CORPORATION, a Delaware Corporation (“Borrower” or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14“Tronco”), shall PHILCO EXPLORATION, LLC, a Utah Limited Liability Company (“Philco” or “Subsidiary”) and ACF PROPERTY MANAGEMENT, INC., a California Corporation (“ACF”) or (“Lender”) (as “Assignee” from FORTUNA ASSET MANAGEMENT, LLC, a California Limited Liability Company (“Fortuna”)), hereby amending, modifying and supplementing that certain LOAN AGREEMENT dated August 10, 2007 (“Loan Agreement”), that certain FIRST AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 dated December 10, 2007 (“First Amendment”), and that certain SECOND AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 dated June 15, 2009 (the said Loan Agreement, First Amendment and Second Amendment hereinafter be collectively referred to as the “Guaranteed Obligations.Current Loan Agreement”) upon the terms, conditions, stipulations and agreements as follows:

Guaranty. (a) Each The Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewithObligations, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Administrative Agent and any other Guaranty Beneficiary arising under the Credit Agreement, any other Loan Documents and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection therewith (including all renewals, extensions, amendments, refinancings, restatements and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Administrative Agent or any other Guaranty Beneficiary in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations 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 or the Borrower under the Debtor Relief LawLaws, and including interest 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(collectively, 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The books and records of the Administrative Agent and the books and records of each Guaranty Beneficiary, in each case in the absence of manifest error, showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. 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 any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , and at all times thereafter, and the full and prompt performance, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower Liabilities (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documentsas hereinafter defined), including all unpaid principal interest and earnings on any such Liabilities whether accruing before or after any bankruptcy or insolvency case or proceeding involving Guarantor, or any other Person and, if interest or earnings on any portion of such obligations ceases to accrue by operation of law by reason of the Loanscommencement of such case or proceeding, including such interest and yield as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agrees to pay all interest accrued thereonreasonable expenses (including reasonable attorneys' fees and legal expenses) actually paid or incurred by each of the Funding Parties in endeavoring to collect the Liabilities, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewithor any part thereof, and in connection with any other Loan Documentenforcing this Guaranty. The terms “indebtedness,” “liabilities” and “obligations” are term "Liabilities", as used herein herein, shall mean all of the following, in their most comprehensive sense and include without limitation any and all advanceseach case howsoever created, debts, obligations and liabilitiesarising or evidenced, whether now existing direct or hereafter arisingindirect, whether voluntary joint or involuntary and whether due or not dueseveral, absolute or contingent, liquidated or unliquidatednow or hereafter existing, determined or undetermineddue or to become due: (i) all amounts payable by the Lessee under the Lease (including, without limitation, Basic Rent, Supplemental Rent and Recourse Deficiency Amounts), the Master Agreement (including the Commitment Fee) or any other Operative Document, and whether recovery upon (ii) all principal of the Notes and interest accrued thereon, Lease Participant Amounts, accrued Yield and all additional amounts and other sums at any time due and owing, and required to be paid, to the Funding Parties under the terms of the Master Agreement, the Lease Participation Agreement, the Loan Agreement, the Assignment of Lease and Rent, the Mortgages, the Notes or any other Operative Document; provided, however, that the Guarantor will not be obligated to pay under this Guaranty any amounts greater than the Lessee would have had to pay, under the Lease, the Master Agreement and the other Operative Documents assuming that such indebtednessdocuments were enforced in accordance with their terms (and without giving effect to any discharge or limitation thereon resulting or arising by reason of the bankruptcy or insolvency of the Lessee), liabilities plus all actual and reasonable costs of enforcing this Guaranty. By way of extension but not in limitation of any of its other obligations may be or hereafter become unenforceable or hereunder, the Guarantor stipulates and agrees that in the event any foreclosure proceedings are commenced and result in the entering of a foreclosure judgment, any such foreclosure judgment, to the extent related to the Liabilities, shall be an allowed or disallowed claim under any Debtor Relief Lawtreated as part of the Liabilities, and including interest that accrues after the commencement by or against Guarantor unconditionally guarantees the Borrower or any Affiliate thereof full and prompt payment 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsjudgment.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, thereunder or in connection therewith, provided that no demand shall be made under this Guaranty unless (i) an Event of Default has occurred and is continuing and (ii) unless such Event of Default is an Event of Default specified in connection Section 8.01(f) of the Credit Agreement with any other Loan Documentrespect to the Borrower, a demand shall first have been made on the Borrower to pay the outstanding obligations and either (x) such demand shall not have been satisfied or (y) such Event of Default shall not have been cured, 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 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 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 (including any and all amounts due under Section 14)Guaranty, shall hereinafter be collectively referred to as the “Guaranteed Obligations.”. Each Guarantor agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Guaranteed Party in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to any Guaranteed Party under or in respect of the Loan Documents but for the

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and 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 all (the Obligations and not merely a lesser or proportional part of) the any indebtedness, liabilities and other obligations of the U.S. Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the U.S. Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 LawLaws, and including interest that accrues after the commencement by or against the U.S. 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 obligations of the U.S. Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1412), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Facility Guarantor and each other Subsidiary of the Facility Guarantor or the Company (awithout giving effect to clause (y) Each of the final sentence of the definition thereof) that becomes a guarantor hereunder as a result of Section 6.15 or Section 6.16 (such entity, a “Subsidiary Guarantor” and, together with the Facility Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsDesignated Borrowers’ Guarantor, the full “Guarantors”) hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lender Parties, arising hereunder or under any other Loan Document (and not merely a lesser or proportional part of) the indebtednessincluding all renewals, liabilities extensions, amendments, refinancings and other obligations of modifications thereof and all costs, attorneys’ fees and expenses incurred by the Borrower (now existing or hereafter arising) to the Guaranteed Lender Parties under or in connection with the Term Loan Agreementcollection or enforcement thereof). The Company (in such role, the Term Notes “Designated Borrowers’ Guarantor”) hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the Lender Parties, arising hereunder or under any other Loan Documents, Document (including all unpaid principal of the Loansrenewals, all interest accrued thereonextensions, all fees due under the Term Loan Agreement amendments, refinancings and other modifications thereof and all other amounts payable costs, attorneys’ fees and expenses incurred by the Borrower to the Guaranteed Lender Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms the collection or enforcement thereof, the “indebtedness,” Designated Borrowers’ Obligations”, which are part of and not in addition to the “liabilitiesObligations” and each reference to “obligationsObligations” are used herein in their most comprehensive sense this Article X shall refer to all Obligations in respect of the Facility Guarantor and the Designated Borrowers’ Obligations in respect of the Designated Borrowers’ Guarantor). Without limiting the generality of the foregoing, the Obligations shall to the maximum extent permitted by applicable law include without limitation any and all advances, debtssuch indebtedness, obligations and liabilities, whether now existing or hereafter arisingportion thereof, 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 which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement proceeding or case commenced by or against the Borrower or any Affiliate thereof of any proceeding Loan Party under any Debtor Relief Laws naming such Person as the debtor in such proceedingLaws. The foregoing indebtednessAdministrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, liabilities and other shall be binding upon the applicable Guarantor, and conclusive for the purpose of establishing the amount of the Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any 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 Obligations which might otherwise constitute a defense to the obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with either Guarantor under this Guaranty (including any other than full payment and all amounts due under Section 14performance), shall hereinafter be collectively referred and each Guarantor hereby irrevocably waives to as the “Guaranteed Obligationsmaximum extent permitted by applicable law any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesto Xxxx, and their respective successors, endorsees, transferees its successors and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties under Xxxx arising under, out of or in connection with the Term Loan S&O Agreement, the Term Notes and any of the other Loan Documents, including all unpaid principal Transaction Documents or any of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, transactions entered into thereunder or in connection therewith, and in connection any and all interest, taxes, fees, charges, costs, expenses and other amounts chargeable by or to Xxxx under any of the Transaction Documents or transactions thereunder, and including interest that accrues after the commencement by or against the Company of any action, case or proceeding involving insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution under any applicable laws with any other Loan Documentrespect thereto (an “Insolvency Proceeding”). The terms “indebtedness,” “liabilities” and “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, regardless of by what instrument, agreement, contract or entry in Aron’s accounts they may be evidenced, or whether evidenced by any instrument, agreement, contract or entry in Aron’s accounts, 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 under title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest 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 proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1411 hereof), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesLender, and their its 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Borrowers to the Guaranteed Parties Lender under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower Borrowers to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the Borrower Borrowers 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 BorrowerBorrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, of the Guarantors unconditionally and irrevocably irrevocably, jointly and severally, guarantees for to the Guaranteed PartiesAgent, the Issuing Lender, any Bank Product Provider and the Lenders, and their respective successors, endorseesendorsers, transferees and assignsassigns (the “Guaranteed Persons”), the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations (including the Obligations) of the any Borrower (now existing or hereafter arising) to the any Guaranteed Parties under Person, whether arising out of or in connection with the Term Loan this Agreement, the Term Notes and the any other Loan DocumentsDocument or otherwise, including all unpaid principal of the Loans, all L/C Obligations, all interest accrued thereon, all fees due under the Term Loan this Agreement and all other amounts payable by the any Borrower to the any Guaranteed Parties thereunder, Person thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. 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 (including any and all amounts due under Section 14), the Obligations) of Borrowers shall hereinafter be collectively referred to as the “Guaranteed Obligations”; provided, that anything to the contrary contained in the foregoing notwithstanding, the Guaranteed Obligations of any Guarantor shall exclude its Excluded Swap Obligations. The Guaranteed Obligations include interest which, but for an Insolvency Proceeding, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against any Borrower for such interest in any such Insolvency Proceeding.”

Guaranty. (a) Each The Parent Guarantor hereby severally absolutelyirrevocably, absolutely and unconditionally guarantees, as primary obligor and irrevocably guarantees for as a guarantor of payment and performance and not merely as surety or guarantor of collection, to the Guaranteed PartiesAgent and each Lender, and their respective successors, endorsees, transferees and assigns, (i) the full and prompt payment by the Borrower when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Obligations incurred by the Borrower (now existing or hereafter arising) pursuant to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Credit Agreement and the other Loan Documents to which the Borrower is a party, strictly in accordance with the terms of such Loan Documents, including all unpaid principal and (ii) the full and timely performance of, and compliance with, each and every duty, agreement, undertaking, indemnity and obligation of the Loans, all interest accrued thereon, all fees due Borrower under the Term Loan Agreement and all other amounts payable by Documents strictly in accordance with the Borrower to the Guaranteed Parties thereunderterms thereof, in connection therewitheach case, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advanceshowever created, debts, obligations and liabilitiesarising or evidenced, whether now existing direct or hereafter arisingindirect, whether voluntary primary or involuntary and whether due or not duesecondary, absolute or contingent, liquidated joint or unliquidated, determined or undetermined, several and whether recovery upon such indebtedness, liabilities and obligations may be now or hereafter existing or due or to become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming due (such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities payment and other obligations described in clauses (i) and (ii) being referred to herein as the “Liabilities”); provided, however, that the maximum aggregate amount of the Borrower, and all other indebtedness, liabilities and obligations to funds that may be paid or performed by the Guarantors in connection with Parent Guarantor pursuant to the provisions of this Section 2(a) of this Guaranty (including any such maximum aggregate amount, the “Aggregate Maximum Guaranteed Payment”) through the entire term of this Guaranty, regardless of when claims are made, whether multiple claims are accumulated or made individually and all amounts due under Section 14)sequentially, shall hereinafter not exceed an amount equal to ten percent (10%) of an amount equal to the sum, in each case measured as of the date on which a claim is made under this Guaranty, of (i) the Aggregate Net Book Value and (ii) the Aggregate Finance Lease Value; provided, however, that in determining the Aggregate Maximum Guaranteed Payment payable on any date of determination, credit shall be collectively referred given for amounts previously paid by Guarantor to as Beneficiaries under this Guaranty in respect thereof. The Parent Guarantor further acknowledges and agrees that, if a Servicer Default has occurred and is then continuing, any Beneficiary may (i) make a demand upon the “Parent Guarantor pursuant to the terms of this Guaranty in an amount not to exceed the Aggregate Maximum Guaranteed ObligationsPayment and (ii) apply the proceeds of such demand to reduce the unpaid principal balance of, and accrued interest on, the loan outstanding under the Credit Agreement.”

Guaranty. (a) Each Guarantor The Guarantors, jointly and severally, hereby severally absolutely, unconditionally guaranty to the Agent and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Lenders the full and prompt punctual payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise), and the performance of (a) all liabilities, agreements, obligations and Indebtedness, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, secured or unsecured of the Borrowers or the Guarantors to the Agent and the Lenders (including without limitation, costs and expenses incurred by the Agent and the Lenders in attempting to collect or enforce any of the foregoing), including without limitation the Lender Obligations, accrued in each case to the date of payment and (b) the performance of all (other agreements, covenants and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations conditions of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Borrowers and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Guarantors with respect thereto set forth in this Agreement and all other amounts payable Lender Agreements. The responsibilities and obligations of the Borrowers to the Agent and the Lenders described in the preceding sentence are hereinafter referred to collectively as the "Guaranteed Obligations." The guaranty pursuant to this Section 2.15 is an absolute, unconditional, joint and several, and continuing guaranty of the full and punctual payment and performance by the Borrower Borrowers of the Guaranteed Obligations and not of collectability of the Guaranteed Obligations, and is in no way conditioned upon any requirement that the Agent or the Lenders first attempt to collect any of the Guaranteed Obligations from the Borrowers or resort to any security or other means of obtaining payment of any of the Guaranteed Obligations which the Agent or the Lenders now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrowers in respect of the full and punctual payment and performance of the Guaranteed Obligations which constitutes an Event of Default, the liabilities and obligations of each Guarantor hereunder shall, at the option of the Agent, become forthwith due and payable to the Agent and the Lenders without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by each Guarantor under this Section 2.15 may be required by the Agent or the Lenders on any number of occasions. Each Guarantor waives presentment, demand, protest, notice of acceptance, notice of Guaranteed Parties thereunderObligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in connection therewitheffect, any right to require the marshaling of assets of the Borrowers and all suretyship defenses generally. Without limiting the generality of the foregoing, each Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any other Loan DocumentGuaranteed Obligations and agrees that the obligations of each Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing securing or otherwise executed in connection with any Guaranteed Obligation. The terms “indebtedness,” “liabilities” Until the payment and “obligations” are used herein performance in their most comprehensive sense full of all Guaranteed Obligations 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 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 BorrowerBorrowers to any affiliate of the Agent or the Lenders, and all other indebtednessno Guarantor shall exercise any rights against the Borrowers arising as a result of payment by any Guarantor hereunder, liabilities and obligations to be paid by way of subrogation or performed by the Guarantors in connection with this Guaranty (including otherwise. The payment of any and all amounts due under Section 14), shall hereinafter be collectively referred with respect to as any indebtedness of the “Borrowers now or hereafter held by each Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations.”

Guaranty. (a) Each Guarantor To induce the Lenders to make the Loans to the Euro Borrowers and the Swing Loan Borrower, as the case may be, and the Issuing Banks to Issue Letters of Credit for the account of the Euro Borrowers, the U.S. Borrower hereby severally absolutely, unconditionally and irrevocably guarantees for guarantees, as primary obligor and not merely as surety (in such capacity, the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns“Guarantor”), the full and prompt punctual payment when due (due, whether at stated maturitymaturity or earlier, by required prepayment, declaration, reason of acceleration, demand mandatory prepayment or otherwise) of all (and not merely a lesser otherwise in accordance herewith or proportional part of) the indebtednessany other Loan Document, liabilities and other obligations of the Borrower (now existing or hereafter arising) to principal of and interest on the Guaranteed Parties under or in connection with the Term Loan AgreementLoans made by each Lender to, the Term Notes and the other Notes held by each Lender of, each Euro Borrower or the Swing Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement Borrower and all other amounts payable by the Borrower from time to time owing (including without limitation with respect to any Letters of Credit) to the Guaranteed Parties thereunderLenders or the Administrative Agent by any Euro Borrower or the Swing Loan Borrower under this Agreement pursuant hereto or to its Euro Borrower Designation, as applicable, and under the Notes, in connection therewitheach case strictly in accordance with the terms hereof or thereof (such obligations being herein collectively called, and in connection with any other Loan Document. The terms the “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesGuarantied Obligations”), whether now existing or not from time to time reduced or extinguished or hereafter arisingincreased or incurred, 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 may become unenforceable or shall be an allowed or disallowed claim under barred by any Debtor Relief Lawstatute of limitations, and whether enforceable or unenforceable as against any Euro Borrower or the Swing Loan Borrower, now or hereafter existing, or due or to become due, including principal, interest (including interest that accrues at the contract rate applicable upon default accrued or accruing after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming the Bankruptcy Code, whether or not such Person as the debtor interest is an allowed claim 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”fees and costs of collection. This guaranty constitutes a guaranty of payment and not of collection. (b)

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part ofi) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Lender under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and (ii) all other indebtedness, liabilities and other obligations of the Borrower to the Lender and the Lender Affiliates, including any financial accommodation extended to the Borrower by the Lender or the Lender Affiliates (other than pursuant to the Credit Agreement) in respect of or in connection with any (A) foreign exchange and cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other Loan Documentcash management arrangements), or (B) transactions under any Swap Contract, including obligations and liabilities arising in connection with or as a result of early termination of any Swap Contract, whether or not occurring as a result of a default thereunder (such indebtedness, liabilities and other obligations described in this clause (ii), collectively, the “Other Obligations”, provided that in the case of any of the Other Obligations the agreement or instrument evidencing such Other Obligations expressly states that such Other Obligations are entitled to the benefits of this Guaranty). The terms “indebtedness,” “liabilities” and “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 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 (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby In order to induce Banks to extend credit to Company -------- pursuant to the Credit Agreement, Guarantors jointly and severally absolutelyirrevocably and unconditionally guaranty, unconditionally as primary obligors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsnot merely as sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all the Bankruptcy Code, 11 U.S.C. (and not merely a lesser or proportional part ofS) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document362(a)). The terms “indebtedness,” “liabilities” and “obligations” are term "Guarantied ---------- Obligations" is used herein in their its most comprehensive sense and include without limitation includes any and ----------- all advancesObligations of Company, debtsnow or hereafter made, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon such indebtednesshowever arising under or in connection with the Credit Agreement, liabilities this Guaranty and obligations 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 or hereafter become unenforceable or shall advanced to it, that Lender Letters of Credit may be an allowed or disallowed claim under 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 any Debtor Relief Law, and including interest portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or 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, 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 against order that may relieve Company of any portion of such Guarantied Obligations. In the Borrower event that all or any Affiliate thereof portion of any proceeding under any Debtor Relief Laws naming such Person 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 debtor case may be, in the event that all or any part of such proceedingpayment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. The foregoing indebtednessSubject to the other provisions of this Section 1, liabilities and other obligations upon the failure of Company to pay any of the BorrowerGuarantied Obligations when and as the same shall become due, and all other indebtednesseach Guarantor will upon demand pay, liabilities and obligations or cause to be paid or performed by paid, in cash, to Guarantied Party for the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)ratable benefit of Beneficiaries, shall hereinafter be collectively referred an amount equal to as the “Guaranteed aggregate of the unpaid Guarantied Obligations.”

Guaranty. FOR VALUE RECEIVED and in consideration for and as an inducement to Landlord granting, executing, delivering that certain lease of the Premises referenced in the annexed lease as Space No. at , in (athe “Lease”), by , the Landlord (hereinafter called “Landlord”) Each Guarantor hereby severally absolutelyto , unconditionally and irrevocably guarantees for the Guaranteed PartiesTenant therein named (hereinafter called “Tenant”), and their respective successorsin further consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Landlord to the undersigned (the receipt and sufficiency thereof being mutually acknowledged), endorsees, transferees the undersigned does hereby absolutely and assigns, unconditionally guarantee to Landlord the full and prompt timely payment when due of the rent, additional rents and other charges (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwisehereinafter collectively called “rents”) and the full and timely performance of all (other terms, covenants and not merely a lesser or proportional conditions contained in the Lease on the part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) tenant under the Lease to be paid and/or to be performed thereunder, and if any default shall be made by the Guaranteed Parties tenant under or in connection with the Term Loan AgreementLease, the Term Notes undersigned does hereby covenant and the other Loan Documents, including all unpaid principal agree to pay to Landlord in each and every instance such sum or sums of the Loans, all interest accrued thereon, all fees due money such tenant is or shall become liable for and/or obliged to pay under the Term Loan Agreement Lease and/or fully to satisfy and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation perform any and all advancessuch other terms, debts, obligations covenants 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 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 conditions of the Borrower, and all other indebtedness, liabilities and obligations Lease on the part of the tenant thereunder to be paid or performed and also to pay any and all damages, expenses and attorneys’ fees including those incurred at all pre-trial, trial and appellate levels, and including attorneys’ fees in any bankruptcy proceedings, in any case whether suit be instituted or not (hereinafter collectively called “damages”) that may be suffered or incurred by Landlord in consequence of the Guarantors non-payment, partial payment or late payment of said rents or the non-performance, partial performance or late performance of any such other terms, covenants and conditions of the Lease; such payments or rents to be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof; such performance of said other terms, covenants and conditions to be made when due under the Lease and such damages to be paid when incurred by Landlord, all without requiring any notice from Landlord or proof of notice or demand, all of which the undersigned hereby expressly waives. The undersigned hereby waives notice of the acceptance of this Guaranty and any notice to or demand upon the undersigned which Landlord might otherwise be required to give or make in connection with any matter relating to this Guaranty. This Guaranty is absolute and is not conditioned upon the genuineness, validity, regularity or enforceability of the Lease. The maintenance of any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Lease or to secure the performance of any of the other terms, covenants and conditions of the Lease or to recover damages, shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of the tenant under the Lease. The undersigned does hereby consent that without affecting the liability of the undersigned under this Guaranty and without notice to the undersigned, time may be given by Landlord to the tenant under the Lease for payment of rents and performance of said other terms, covenants and conditions, or any of them, and such time extended and indulgences granted, from time to time, shall not diminish or affect the obligations of the undersigned or relieve the undersigned from any liability under this Guaranty. The undersigned agrees that the tenant may be dispossessed and/or Landlord may avail itself of or exercise any or all of the rights and/or remedies against the tenant provided by law or by the Lease, and may proceed either against the tenant alone or jointly against the tenant and the undersigned or against the undersigned alone without proceeding against the tenant. The undersigned does hereby further consent to any subsequent changes, modifications and/or amendments of the Lease and any of its terms, covenants and conditions, or in the rents payable thereunder, and/or to any assignment or assignments or subleases of the Lease, and/or to any renewals or extensions thereof, all of which may be made without notice to or consent of the undersigned and without in any manner releasing or relieving the undersigned from liability under this Guaranty. The undersigned does hereby further agree that in respect of any payments made by the undersigned hereunder, the undersigned shall not have any rights based on suretyship or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant or any co-guarantor, irrespective of any lien subordination otherwise granted by Landlord, unless and until all claims of Landlord under the Lease shall have been fully paid and satisfied. The undersigned further agrees that the bankruptcy of Tenant or the filing by or against Tenant for relief or remedy under the Federal Bankruptcy Code or any foreign, state or local laws of similar import shall have no effect on the obligations of the undersigned hereunder notwithstanding that the Lease may have been disaffirmed or otherwise impaired. This Guaranty and any of the provisions hereof cannot be modified, waived or terminated, unless in writing, signed by Landlord. All losses, damages, attorneys’ fees through all levels of proceedings, whether or not suit be instituted, and other costs and expenses of whatsoever nature which Landlord incurs in connection with or incidental to the enforcement of this Guaranty shall be payable immediately by the undersigned to Landlord. If the undersigned fails to pay any amount payable under this Guaranty when due, interest on such amount shall accrue at the highest legal rate per annum chargeable to the undersigned in the State wherein the Demised Premises are situate. The provisions of this Guaranty shall apply to and bind and inure to the benefit of the undersigned and Landlord and their respective heirs, legal representatives, successors and assigns; and if there is more than one (1) Guarantor, the liability hereunder shall be joint and several. The undersigned further represents to Landlord, as an inducement for Landlord to make the Lease, that the undersigned (or either of them, alone) owns all of the entire outstanding capital (and/or other) stock (or evidence of ownership interests) of the Tenant, that the execution and delivery of this Guaranty is not in contravention of the charter or by-laws or applicable state laws governing such Tenant (or the undersigned where the undersigned is an entity), and has been duly authorized by the Board of Directors and/or managing member, if required, its shareholders or other ownership interest holders of Tenant (and the undersigned where the undersigned is an entity). During the Term of the Lease which this Guaranty is related to, Guarantor covenants and agree that they will not invest in or build or operate a facility that is reasonably likely to have a negative impact on the performance of the Property during the Term of the Lease and that Tenant and Guarantor will not operate, invest in or build such a competitive facility unless the status of the operations at the Premises and the net operating income actually support the need for additional facilities. Guarantor covenants and agrees to focus a sufficient and appropriate amount their professional acumen and time and attention on Tenant’s activities and Tenant’s ability to service its debt and pay its Rent to Landlord on a consistent and timely basis. Upon request of Landlord (or any successor thereto), the undersigned agrees to deliver (i) a Secretary’s certification and resolution authorizing the execution and delivery of the Lease and/or, (ii) from time to time, a written estoppel statement assuring the recipient that this Guaranty remains in full force and effect and is fully enforceable in accordance with its terms, and including any and all amounts due under Section 14), shall hereinafter be collectively referred to other reasonable statement relating hereto as the “Guaranteed Obligationsrequesting party may require. The undersigned hereby irrevocably consents and submits to the jurisdiction of any federal, state, county or municipal court sitting in the State of Colorado in respect to any action or proceeding brought therein by Landlord against the undersigned concerning any matters arising out of or in any way relating to the Lease or this Guaranty. The undersigned hereby irrevocably consents to the service upon it of process in any such action or proceeding by the mailing of such process to the undersigned at the Premises or at such other address as the undersigned may specify in a writing sent to Landlord by certified or registered mail, return receipt requested, and hereby agrees that such service shall be deemed sufficient. The undersigned agrees that any final judgment rendered against it in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The undersigned further agrees that any action or proceeding by the undersigned against Landlord in respect to any matters arising out of or in any way relating to the Lease or this Guaranty shall be brought only in the State Court having jurisdiction over the County and/or municipality or local political subdivision (as applicable) where the Property covered by the Lease is located, and that the undersigned shall not object in any proceeding to the jurisdiction and venue thereof. This Guaranty shall be governed by the internal laws of the State of Colorado without regard to conflicts of laws principles. Notwithstanding anything to the contrary contained herein, so long as there is not an existing default under the Lease or an event of default which is ongoing on the fifteenth (15th) anniversary of the Commencement Date of the Lease, this Guaranty and the obligations hereunder shall thereafter be of no further force or effect and this Guaranty shall terminate. If an event of default exists on the fifteenth (15th) anniversary of the Commencement Date of the Lease, this Guaranty shall remain in full force and effect for the remainder of the Term of the Lease. Undersigned guarantors who indicate accordingly, represent and warrant that they are married to each other as husband and wife. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THE LEASE AND IN CONSIDERATION THEREFOR, LANDLORD AND THE UNDERSIGNED HEREBY AGREE THAT IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER IN RESPECT TO ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LEASE OR THIS GUARANTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY; AND THE PARTIES FURTHER HEREBY WAIVE THE RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE FOREGOING WAIVERS ARE IRREVOCABLE AND MUTUALLY, KNOWINGLY, WILLINGLY, INTENTIONALLY AND VOLUNTARILY MADE AFTER EACH PARTY HAS HAD THE BENEFIT OF OR OPPORTUNITY TO GAIN LEGAL ADVICE AND COUNSEL. EACH PARTY REPRESENTS, WARRANTS AND AFFIRMS TO THE OTHER THAT NO PARTY HAS IN ANY WAY AGREED, REPRESENTED OR OTHERWISE SUGGESTED OR IMPLIED THAT IT WILL NOT FULLY ENFORCE THE FOREGOING WAIVERS IN ALL INSTANCES. LANDLORD IS DEEMED TO HAVE JOINED IN THE WAIVERS OF JURY TRIAL AND RELATED PROVISIONS OF THIS CAPITALIZED PARAGRAPH BY ITS ACCEPTANCE OF THIS GUARANTY. NOTWITHSTANDING THE FOREGOING IN THE EVENT ANY PROVISION OF THIS GUARANTY IS PROHIBITED, UNENFORCEABLE OR INVALID UNDER THE LAWS OF ANY JURISDICTION, INCLUDING THOSE OF THE STATE INDICATED ABOVE, SUCH PROHIBITION, UNENFORCEABLE OR INVALID PROVISION SHALL NOT IN ANY FASHION AFFECT THE ENFORCEABILITY OR VALIDITY OF THE REMAINING PROVISIONS HEREOF. Dated _______________, 2019 WITNESSES: [Each Witness as to both Guarantor executions] _______________________________ [Witness Sign & Print Above] _______________________________ [Witness Sign & Print Above] GUARANTORS: __________________________ Name: Social Sec. no. xxx-xx- __ __ __ __ __________________________ Name: Jxxx Xxx Social Sec. no. xxx-xx- __ __ __ __ HOME ADDRESS: FACSIMILE OR CELL NO.”: HOME TELEPHONE: STATE OF ________________ ) ) ss: COUNTY OF ______________ ) The foregoing instrument was sworn to and acknowledged before me this ___ day of ___, 2019, by ___ and ___, husband and wife, who are each personally known to me or who produced as identification, and who did each take an oath. (SEAL) _____________________________________________________________ (SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT) ______________________________________________________________ (NAME OF OFFICER TAKING ACKNOWLEDGMENT- TYPED, PRINTED OR STAMPED) NOTARY PUBLIC (TITLE OR RANK) SERIAL NO.

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and 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 all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the each Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Credit Agreement, all indemnification obligations of the Borrowers under or in connection with the Credit Agreement, the Notes and the other Loan Agreement Documents, and all other amounts payable by the Borrower Borrowers to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against the any Borrower or any Affiliate Loan Document Party 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 each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each In order to induce the Lenders to extend credit to the Company and the Designated Borrower, the Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of any and all (existing and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations future Obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 the Designated Borrower to the Guaranteed Parties thereunderBeneficiaries, in connection therewitheach case, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesnow or hereafter made, debts, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and however arising under or in connection with the Credit Agreement and the other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, extensions and modifications thereof and all costs, attorneys’ fees and expenses incurred by the Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the extent provided in, Section 10.04 of the Credit Agreement) and whether recovery upon such indebtedness, Indebtedness and liabilities and obligations may be or hereafter become becomes unenforceable or shall be an Form of Company Guaranty allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement proceeding or case commenced by or against the Guarantor or the Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as Law (collectively, the debtor “Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that the Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in such proceedingno way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guarantied Obligations that has not been paid. The foregoing indebtednessbooks and records of each Beneficiary showing the amount of the Guarantied Obligations shall be admissible in evidence in any action or proceeding, liabilities and other shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guarantied Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied 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 Guarantied Obligations which might otherwise constitute a defense to the obligations of the BorrowerGuarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all other indebtednessof the foregoing. Notwithstanding the foregoing, liabilities and the liability of the Guarantor with respect to the Guarantied Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due avoidance under Section 14), shall hereinafter be collectively referred to as 548 of the “Guaranteed ObligationsUnited States Bankruptcy Code or any comparable provisions of any applicable state law.”

Guaranty. (a) 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 severally absolutely, unconditionally and irrevocably guarantees for irrevocably, jointly and severally, guarantee the Guaranteed Partiespunctual payment and performance when due, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , of the Obligations, and all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations and covenants of the Borrower (Company now existing or hereafter arising) to the Guaranteed Parties existing under or in connection with the Term Loan this Agreement, the Term Notes and the other Loan DocumentsDocuments whether for principal, interest (including all unpaid principal 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 LoansBankruptcy Code), all interest accrued thereonFees, all commissions, expenses (including reasonable attorneys' fees due under the Term Loan Agreement and expenses) or otherwise, and all other amounts payable reasonable costs and expenses, if any, incurred by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and Administrative Agent or any Bank in connection with enforcing any other Loan Document. The terms “indebtednessrights under this Guaranty (all such obligations being the "GUARANTEED OBLIGATIONS",” “liabilities” ) and “obligations” are used herein in their most comprehensive sense and include without limitation agree to pay any and all advancesreasonable expenses incurred by each Bank and the Administrative Agent in enforcing this Guaranty; PROVIDED that notwithstanding anything contained herein or in any of the Loan Documents to the contrary, debtsthe maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount, obligations and liabilitiesPROVIDED FURTHER, 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 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 (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an allowed or disallowed claim under absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any Debtor Relief Law, and including interest that accrues after attempt to collect from the commencement by or against the Borrower Company or any Affiliate thereof other action, occurrence or circumstance whatsoever. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Guaranteed Amount of any proceeding under any Debtor Relief Laws naming such Person as Guarantor without impairing this Guaranty or affecting the debtor in such proceeding. The foregoing indebtedness, liabilities rights and other obligations remedies of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsBanks hereunder.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsCreditors, the full due and prompt punctual payment when due of (i) any and all indebtedness, obligations and liabilities of the Borrower to the Guaranteed Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement, the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement and the obligations of the Borrower to reimburse the Guaranteed Creditors, or any of them individually, for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement, and all other obligations of the Borrower under any and all applications for Letters of Credit, and any and all liability of the Borrower arising under or in connection or otherwise evidenced by agreements with any one or more of the Guaranteed Creditors with respect to any Hedging Liability, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Guaranteed Creditors, and any of them, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor. The indebtedness, obligations and liabilities described in the immediately preceding clauses (i) and (ii) are hereinafter referred to as the "indebtedness hereby guaranteed". In case of failure by the Borrower punctually to pay any indebtedness hereby guaranteed, the Guarantor hereby agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) of all (, and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term 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 as if such payment were made by the Borrower to Borrower. All payments hereunder by the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 Guarantor shall be an allowed made in immediately available funds in Dollars without setoff, counterclaim or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by other defense or against the Borrower withholding or any Affiliate thereof deduction 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 (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsnature.”

Guaranty. (a) Each Guarantor The Guarantors, jointly and severally, hereby severally absolutely, unconditionally and irrevocably guarantees for irrevocably, guaranty the Guaranteed Partiespunctual payment, as and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturityand payable, by required prepayment, declaration, acceleration, demand stated maturity or otherwise) , of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations Obligations of the Borrower (now existing or hereafter arising) Company from time to time owing by it in respect of the Securities Purchase Agreement, each Note issued to the Guaranteed Parties under or in connection with Buyer, each Warrant issued to the Term Loan Agreement, the Term Notes Buyer and the other Loan Transaction Documents, including all unpaid principal of the Loansincluding, without limitation, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “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 commencement by or against of any Insolvency Proceeding of the Borrower Company or any Affiliate thereof Guarantor, whether or not the payment of any proceeding under any Debtor Relief Laws naming such Person as interest is unenforceable or is not allowable due to the debtor in existence of such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerInsolvency Proceeding, and all other indebtednessfees, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any interest, premiums, penalties, contract causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under Section 14), shall hereinafter be collectively referred to as any of the Transaction Documents (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Buyer in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Buyer under the Securities Purchase Agreement, each Note issued to the Buyer and each Warrant issued to the Buyer but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. Each Guarantor, and by its acceptance of this Guaranty the Buyer, 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 and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Buyer and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.”

Guaranty. Guarantor, as primary obligor and not as surety, hereby guarantees, without any setoff or other deduction, to Airco (ai) Each Guarantor hereby severally absolutelythe due, unconditionally punctual and irrevocably guarantees for full payment by Groundco of all payments of any and all sums to be paid by Groundco pursuant to the Guaranteed PartiesHub Services Agreement, whether such obligations now exist or arise hereafter, when and as the same shall become due and payable by Groundco in accordance with the terms thereof, and their respective successors(ii) the due, endorseesprompt and faithful performance and discharge by, transferees and assignscompliance with, all other obligations, covenants, terms, conditions, undertakings and liabilities of, Groundco under the full Hub Services Agreement in accordance with the terms thereof (all of the obligations, covenants, terms, conditions, undertakings and prompt payment when due (whether at stated maturityliabilities described in this Section 2 are herein collectively referred to as the "Guarantied Obligations"). This Guaranty is continuing, by required prepaymentabsolute and unconditional and a guaranty of payment, declaration, acceleration, demand or otherwise) of all (performance and compliance and not merely a lesser of collectibility, and is in no way conditioned or proportional part of) contingent upon any attempt to collect from or enforce performance or compliance by Groundco or the indebtedness, liabilities and exercise or assertion of any other obligations of the Borrower (now existing right or hereafter arising) remedy to the Guaranteed Parties which Airco is or may be entitled under or in connection with the Term Loan Hub Services Agreement. If for any reason whatsoever Groundco shall fail or be unable duly, punctually and fully to pay such amounts as and when the Term Notes same shall become due 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 the Borrower in accordance with their terms or to the Guaranteed Parties thereunder, in connection therewith, and in connection perform or comply with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancessuch obligation, debtscovenant, obligations and liabilitiesterm, whether now existing condition or hereafter arisingundertaking, whether voluntary Guarantor will promptly pay 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 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 cause to be paid such amounts to the person or persons entitled to receive the same under the terms of the Hub Services Agreement, or perform or comply with any such obligation, covenant, term, condition or undertaking or cause the same to be performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsor complied with.”