Common use of Obligations Guaranteed Clause in Contracts

Obligations Guaranteed. The Parent hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase 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) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payable.

Obligations Guaranteed. The Parent hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Counterparties (i) the full and prompt payment of the principal of an amount equal to each and all of the Notes payments and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement sums when and as the same shall become due due, required to be paid by the Borrower under each of the Swap Agreements and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (bii) the full and prompt performance and observance by the Company of each and all Borrower of the obligations, covenants and agreements required to be performed or and observed by it the Borrower under the terms each of the Note Purchase Agreement, Swap Agreements (items (i) and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notesii), the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed "Subsidiary Guarantee Obligations”"). The guaranty Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of the Notes herein provided for is a guaranty any amounts (including amounts in respect of the immediate fees and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts indemnification owing to the Noteholders from time to time Agent or the Counterparties) due under the Notes and Swap Agreements, the Note Purchase Agreement when and as Subsidiary Guarantors will promptly pay the same are due within ten (10) days after receipt of written demand therefor from the Agent or any Counterparty. The Subsidiary Guarantors further hereby irrevocably and payable unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and shall not be deemed agreements required to be a guaranty only of performed and observed by the collectability Borrower under the Swap Agreements, the Subsidiary Guarantors will effect the observance of such payments obligations, covenants and that in consequence thereof each Noteholder may xxx agreements within ten (10) days after receipt of written demand therefor from the Parent directly upon such principal, interest and other amounts becoming so due and payableAgent or any Counterparties.

Obligations Guaranteed. The Parent Guarantors, jointly and severally, hereby irrevocably, absolutely and unconditionally guarantees guarantee to the Indenture Trustee, on behalf of the Noteholders: , and to the Purchaser the punctual payment and performance when due of (ai) the full and prompt payment obligations of the principal Issuer under the Indenture and the Purchase Agreement (the "ISSUER OBLIGATIONS"); (ii) interest, if any, on such Issuer Obligations; and (iii) any and all costs and expenses incurred by the Indenture Trustee, the Directing Noteholder or the Purchaser in enforcing their rights under the Indenture or this Guaranty (including, without limitation, reasonable legal fees and the disbursements of counsel) (all such obligations, covenants, agreements and terms, together with the Issuer Obligations, are herein collectively called the "GUARANTEED OBLIGATIONS"). Notwithstanding the foregoing, the obligations of USV and USRP hereunder shall not exceed $225,000,000. The liability of the Guarantors under this Guaranty shall be joint and several, absolute and unconditional irrespective of (i) the unenforceability or invalidity of any Guaranteed Obligation, (ii) any change of the time, manner or place of payment, or any other term, of any Guaranteed Obligation, (iii) any law, regulation or order of any jurisdiction affecting any term of any Guaranteed Obligation, or the rights of the Indenture Trustee, the Noteholders, the Directing Noteholder or the Purchaser with respect thereto, and (iv) any other circumstance which might otherwise constitute a defense (other than payment or performance) available to, or a discharge of, a surety or guarantor. The Guarantors waive promptness, presentment, protest, diligence, and notices with respect to any Guaranteed Obligation and this Guaranty and any requirement that the Indenture Trustee, the Directing Noteholder or the Purchaser exhaust any right or take any action against the Issuer or with respect to the Collateral. USV AND USRP AGREE TO SUBMIT TO THE JURISDICTION OF FEDERAL AND STATE COURTS OF NEW YORK AND AGREE TO APPOINT CT CORPORATION SYSTEMS, 1633 XXXXXXXX, XXX XXXX, XXX XXXX 00000, XX THEIR AGENT FOR SERVICE OF PROCESS IN NEW YORK. This Guaranty shall remain in full force and effect until all of the Notes Guaranteed Obligations have been paid in full, and any notice or expiration of this Guaranty shall not release the Guarantors from any liability as to any Guaranteed Obligation existing, created, contracted, assumed or incurred prior to or at the time of receipt of such notice or expiration. The undertakings of the interest thereon Guarantors hereunder shall continue to be effective or be reinstated, as the case may be, if at the rate therein stipulated (including interest accruing any time any payment or becoming owing both prior to and subsequent to the commencement other performance of any bankruptcyGuaranteed Obligation is rescinded or must otherwise be returned upon the insolvency, bankruptcy or reorganization or similar proceeding involving of the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase 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, Issuer or otherwise, (b) all as though such payment had not been made or such performance had not occurred. Each of the full Guarantors hereby agrees not to exercise any rights which it may acquire by way of subrogation against the Issuer or the Collateral under or in connection with its undertakings hereunder, by any payment made hereunder or otherwise, until all the Guaranteed Obligations shall have been paid and prompt performance and observance by performed in full. If any amount shall be paid to the Company undersigned on account of each and such subrogation rights at any time when all of the covenants Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Indenture Trustee and agreements required shall forthwith be paid to the Indenture Trustee to be performed credited and applied to the Guaranteed Obligations, whether matured or observed by it under unmatured, in accordance with the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableIndenture.

Obligations Guaranteed. The Parent hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by lapse of timeacceleration, upon call for redemption or prepaymentotherwise; (ii) the full and prompt payment of interest on the Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by extension or by acceleration or declaration, or otherwise, the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (biv) the full and prompt performance and observance by the Company of each and all Borrower of the obligations, covenants and agreements required to be performed or and observed by it the Borrower under the terms of this Agreement and under each of the Note Purchase Agreementother Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and (c) unconditionally agree that upon any default by the Borrower in the payment, upon demand by any Noteholderwhen due, of all costs and expensesany principal of, legal interest on or otherwise other amounts (including reasonable attorneys’ feesamounts in respect of fees and indemnification owing to the Agent or the Lenders) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege due under the Note Purchase Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Financing Transaction Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notesto which it is a party, the Note Purchase Agreement Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableLender.

Obligations Guaranteed. The Parent hereby irrevocably, absolutely and Guarantor unconditionally guarantees to Administrative Agent and the Noteholders: Lenders (ai) the full prompt and prompt unconditional payment of the principal of all of the Notes Obligations under the Credit Agreement, including without limitation, the Advances and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parentthereon, whether now or not allowed in such proceeding) and the Make-Whole Amounthereafter advanced, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payablepayable under the Credit Agreement and the other Facility Documents, whether by lapse of timeat stated maturity, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) and any and all sums of money which, at the full time, may have become or become due and payable under the provisions of the Credit Agreement or any other Facility Document, and the due and prompt performance of all of the terms, agreements, covenants and observance conditions of the Credit Agreement and the other Facility Documents; (ii) payment in full of any and all expenses that may be paid or incurred by Administrative Agent and Lenders in the Company collection of each all or any portion of Guarantor’s obligations hereunder or the exercise or enforcement of any one or more of the other rights, powers, privileges, remedies and interests of Administrative Agent and Lenders under the Facility Documents or hereunder, irrespective of the manner or success of any such collection, exercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations; and (iii) performance of all of the Borrower’s (and all of the other entities guaranteeing the Advances) covenants and agreements required obligations contained herein and/or therein. Guarantor’s obligation to be performed or observed by it under the terms of the Note Purchase Agreement, cause Borrower and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the guarantors to take any action with respect to their respective covenants and obligations described in the foregoing clause (a), clause (b) and clause (c) being referred shall be limited to herein those actions consistent with its status as the “Guaranteed Obligations”). The guaranty sole stockholder (or as a member or majority stockholder as applicable) of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable such parties and shall not be deemed to be a guaranty only of exercised through the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly power consequent upon such principal, interest and other amounts becoming so due and payablestatus.

Obligations Guaranteed. The Parent Guarantor hereby irrevocably, absolutely and unconditionally guarantees guarantees, to the Noteholders: Initial Noteholders and to each subsequent registered holder from time to time of the Notes (the Initial Noteholders and each subsequent registered holder of the Notes being hereinafter referred to as a "Noteholder"), (a) the full full, due and prompt punctual payment in cash in U.S. Dollars of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcyof, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, if any, and interest (including, without limitation, any interest which accrues after the Modified Make-Whole Amountcommencement of any case, Additional Amounts and all proceeding or other amounts owing action relating to the Noteholders from time to time bankruptcy, insolvency or reorganization of any Co-Issuer, whether or not a claim for such interest is allowable in any such case or proceeding) on the Notes, and any other amount due and payable under the Notes Notes, as and the Note Purchase Agreement when and as the same such payment shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwiseotherwise (including, to the extent legally enforceable, interest due on overdue payments of principal, Make-Whole Amount, if any, or interest at the rate set forth in the Notes) in coin or currency of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (b) the full and prompt payment, performance and observance by the Company each Co-Issuer of each and all of the covenants and agreements required to be performed or observed by it such Co-Issuer under the terms of the Notes and/or the Note Purchase Agreement, and (c) paymentthe full and prompt payment in cash in U.S. Dollars, upon demand by any Noteholder, Noteholder of all costs and expenses, legal or otherwise (including reasonable attorneys’ attorneys fees) which any Co-Issuer is obligated to pay pursuant to the Notes and/or the Note Purchase Agreement and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewithAgreement, and in each and every case irrespective of the validity, regularity regularity, or enforcement of any of the Notes, Notes or the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”)thereof. The guaranty guarantee of the Notes herein provided for is a guaranty guarantee of the immediate and timely payment in cash in U.S. Dollars of the principalprincipal of, interest, Make-Whole Amount or Modified and Make-Whole Amount, if any, Additional Amounts and interest on, the Notes and all other amounts owing to the Noteholders from time to time under the Notes guaranteed hereunder as and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty guarantee only of the collectability collectibility of such payments and that in consequence thereof each Noteholder the Noteholders may xxx the Parent Guarantor directly upon any such principal, Make-Whole Amount, interest and all other amounts guaranteed hereunder becoming so due and payablepayable or upon any failure of any Co-Issuer to perform any obligation under the Notes or the Note Purchase Agreement or failure of the Parent Guarantor to perform any other term or provision hereof. The Parent Guarantor agrees that it shall not make a payment on any guaranty securing the Note (as defined in the Revolving Credit Agreement) unless concurrently therewith it shall make payment hereunder to the Noteholders on the obligations guaranteed hereunder on a pari passu basis with respect to any such payment on or in respect of any such payment on or in respect of any guaranty securing the Note (as defined in the Revolving Credit Agreement).

Obligations Guaranteed. The Parent Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the NoteholdersNoteholders on a joint and several basis: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceedingSubsidiary Guarantor) and the Make-Whole Amount, Amount and the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement Financing Documents 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) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase AgreementFinancing Documents, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement Financing Documents when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent any Subsidiary Guarantor directly upon such principal, interest and other amounts becoming so due and payable.

Obligations Guaranteed. The Parent Guarantor hereby irrevocably, absolutely and unconditionally guarantees to GMAC-CMS and the Noteholders: Other Beneficiaries (a) the full and prompt payment timely purchase or replacement of any Mortgage Loans which the Seller is obligated to repurchase or replace pursuant to Section 6 of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase 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 otherwisefails to do so in accordance therewith, (b) the full due and prompt punctual payment, observance and performance and observance by the Company of each any and all of the covenants and agreements required to be performed or observed by it under the terms obligations of the Note Seller, pursuant to Section 9 of the Purchase Agreement, if the Seller fails to pay or perform as required thereunder, and (c) paymentthe timely payment of costs, upon demand by any Noteholderexpenses (including, without limitation, expenses of all costs and expenses, legal or otherwise (including reasonable attorneys’ feesenforcement pursuant to Section 6(d) and such expensesof the Purchase Agreement), if any, the Seller fails to pay as shall have been expended or incurred in the protection or enforcement of any right or privilege required under the Note Purchase Agreement (the "Obligations"), each Obligation as subject to any extensions or waivers agreed to in writing by GMAC-CMS or, to the extent appropriate, any of the other Financing Documents Other Beneficiaries; provided that, notwithstanding anything herein to the contrary, in no event shall the Guarantor guaranty or otherwise be responsible for any Obligation to the extent (but only to the extent) that it has been amended, rescinded, waived, modified or in any consultation way altered, unless and until such amendment, rescission, waiver or action alteration has been consented to in connection therewith, and in each and every case irrespective of writing by the validity, regularity or enforcement of any of Guarantor after notice to the Notes, Guarantor by the Note Seller. It is herein acknowledged that no Obligation under the Purchase Agreement may be amended, rescinded, waived, modified or in any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Makeway altered except by writing signed by GMAC-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes CMS and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableSeller.

Obligations Guaranteed. The Parent FNB hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: Holders and X.X. Xxxxxx Trust Company, National Association, as Trustee (the "Trustee") under the Indenture dated as of January ____, 2005 by and among the Company, FNB as Guarantor and the Trustee (the "Indenture"): (a) the full and prompt payment of the principal of all of the Notes Securities and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under Holders by the Notes and the Note Purchase Agreement Company, 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, and (b) the full and prompt performance and observance by the Company and Regency Consumer Financial Services Inc., the Company's general partner (the "General Partner"), of each and all of the covenants and agreements required to be performed or observed by it each of them under the terms of the Note Purchase AgreementSecurities and the Indenture, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, Securities or the Note Purchase Agreement or any of the other Financing Documents Indenture or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) clauses being referred to herein as the “"Guaranteed Obligations”"). The guaranty of the Notes Securities herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts interest and all other amounts owing to the Noteholders from time to time Holders under the Notes and the Note Purchase Agreement Securities when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and that in consequence thereof each Noteholder Holder may xxx the Parent FNB directly upon such principal, interest and other amounts becoming so due and payable. All terms used in this Guaranty which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

Obligations Guaranteed. The Parent In consideration of the sum of Ten Dollars ---------------------- ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby irrevocablyacknowledged, absolutely as well as for the purpose of inducing SOUTHTRUST BANK, N.A., a national banking association ("LENDER"), to extend ------ credit or other financial accommodations to XXXXXXX X X XXXX, an individual resident of London, England (the "BORROWER"), or to renew or extend in whole or -------- in part, any existing indebtedness of the Borrower to Lender, and unconditionally guarantees in consideration thereof, the undersigned, ASSOCIATED HYGIENIC PRODUCTS LLC, a Wyoming limited liability company (called herein the "GUARANTOR"), promises and --------- agrees to pay to Lender, its successors and assigns, endorsees or transferees, when due, whether by acceleration or otherwise, and at all times thereafter, all obligations, liabilities and indebtedness of the NoteholdersBorrower to Lender, whether now existing or hereafter coming into existence, however and whenever incurred or evidenced, whether express or implied, direct or indirect, absolute or contingent, due or to become due, or as maker, endorser, guarantor, surety or otherwise and all renewals and extensions thereof, in whole or in part (collectively, the "OBLIGATIONS"), including, without limitation: (ai) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated debt ----------- ------------------------------ (including interest accruing "TERM LOAN"), being evidenced by that certain Term Note, dated on, about or becoming owing both prior to and --------- subsequent to the commencement of any bankruptcydate hereof, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing payable to the Noteholders order of Lender, in the original principal amount of Fifteen Million Dollars ($15,000,000), as it may be amended, modified, renewed or extended from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption issued by Borrower pursuant to the Loan Agreement, dated as of August 19, 1997, between Borrower and Lender (as amended or prepaymentmodified from time to time, by extension the "LOAN AGREEMENT"); and (ii) any and -------------- all other "Obligations" of Borrower to Lender arising under or by acceleration or declarationpursuant to the Loan Agreement (as that term is defined therein). For purposes of this Guaranty, or otherwisethe term "Obligations" shall include, (b) the full without limitation, all debts, liabilities and prompt performance and observance by the Company of each and all obligations of the covenants and agreements required Borrower to be performed or observed by it under the terms of the Note Purchase AgreementLender, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of notwithstanding any right or privilege under power of the Note Purchase Borrower or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall impair or affect the obligations and liabilities of the Guarantor hereunder. Without limiting the generality of the foregoing, this instrument covers all Obligations to Lender purporting to be made on behalf of Borrower by any officer or agent of the same, without regard to the actual authority of such officer or agent. The Guarantor acknowledges receipt of a copy, as signed (or in substantially the form to be signed), of the Loan Agreement and each promissory note executed pursuant thereto and described hereinabove; and agrees to abide by those provisions thereof (if any) pertaining to the Guarantor so long as this Guaranty remains effective. The Guarantor further agrees to pay to Lender all expenses (including, but not limited to, attorney's fees) paid or incurred by Lender in endeavoring to collect upon the Obligations, or any of the other Financing Documents or in any consultation or action in connection therewithpart thereof, and in each and every case irrespective of enforc- ing this Guaranty. Without limiting the validitygenerality, regularity or enforcement of any of the Notesforegoing provisions, upon the occurrence of any "Event of Default," as that term is defined in the Loan Agreement (herein, an "Event of Default"), the Note Purchase Agreement or any Guarantor ---------------- shall pay to Lender upon demand the full amount of the other Financing Documents or any of Obligations for which the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for Guarantor is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableliable hereunder.

Obligations Guaranteed. The Parent hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Revolving Loan Notes and the Note Purchase Agreement indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by lapse of timeacceleration, upon call for redemption or prepaymentotherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by extension or by acceleration or declaration, or otherwise, the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (biv) the full and prompt performance and observance by the Company of each and all Borrower of the obligations, covenants and agreements required to be performed or and observed by it the Borrower under the terms of this Agreement and under each of the Note Purchase Agreementother Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and (c) unconditionally agree that upon any default by the Borrower in the payment, upon demand by any Noteholderwhen due, of all costs and expensesany principal of, legal interest on or otherwise other amounts (including reasonable attorneys’ feesamounts in respect of fees and indemnification owing to the Agent or the Lenders) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege due under the Note Purchase Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Financing Transaction Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notesto which it is a party, the Note Purchase Agreement Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableLender.

Obligations Guaranteed. (a) The Parent Guarantor hereby irrevocably, absolutely and unconditionally guarantees to each of the Noteholders: Agent and the Lenders (ai) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Term Loan Notes and the Note Purchase Agreement indebtedness represented thereby when and as the same shall become due and payable, whether at the stated maturity thereof, by lapse of timeacceleration, upon call for redemption or prepaymentotherwise; (ii) the full and prompt payment of interest on the Term Loan Notes when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by extension or by acceleration or declaration, or otherwise, the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (biv) the full and prompt performance and observance by the Company of each and all Borrower of the obligations, covenants and agreements required to be performed or and observed by it the Borrower under the terms of the Note Purchase Agreement, this Agreement and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any each of the other Financing Transaction Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notesto which it is a party (items (i) through (iv), the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Guarantee Obligations”). The guaranty Guarantor hereby irrevocably and unconditionally agrees that upon any default by the Borrower in the payment, when due, of the Notes herein provided for is a guaranty of the immediate and timely payment of the principalany principal of, interest, Make-Whole Amount interest on or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts (including amounts in respect of fees and indemnification owing to the Noteholders from time to time Agent or the Lenders) due under the Notes and Term Loan Notes, this Agreement or any other Transaction Document, the Note Purchase Agreement when and as Guarantor will promptly pay the same are due within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor further hereby irrevocably and payable unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and shall not be deemed agreements required to be a guaranty only performed and observed by the Borrower under this Agreement and under each of the collectability other Transaction Documents to which it is a party, the Guarantor will effect the observance of such payments obligations, covenants and that in consequence thereof each Noteholder may xxx agreements within ten (10) days after receipt of written demand therefor from the Parent directly upon such principal, interest and other amounts becoming so due and payableAgent or any Lender.

Obligations Guaranteed. The Parent (a) In consideration for the Commitments, the Guarantor hereby irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees to each of the Noteholders: Agent and the Lenders (ai) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement indebtedness represented thereby when and as the same shall become due and payable, whether at the stated maturity thereof, by lapse of timeacceleration, upon call for redemption or prepaymentotherwise; (ii) the full and prompt payment of interest on the Notes when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other Obligation due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by extension a Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (including, without limitation, any indemnity for any loss, claim, expense or by acceleration liability (including, without limitation, any Environmental Claims) that the Agent, a Lender or declarationany of their respective officers, directors, employees or otherwise, agents may suffer or incur) and (biv) the full and prompt performance and observance by the Company of each a Borrower and all Xxxxxxxxx of the obligations, covenants and agreements required to be performed or and observed by it such Borrower and/or Xxxxxxxxx under the terms of this Agreement and under each of the Note Purchase other Transaction Documents to which it is a party (items (i) through (iv), the "Guarantee Obligations"). The Guarantor hereby irrevocably and unconditionally agrees that upon any default by a Borrower in the payment, when due, of any principal of, interest on or other Obligations (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor further hereby irrevocably and unconditionally agrees that upon any default by a Borrower in any of its obligations, covenants and agreements required to be performed and observed by such Borrower under this Agreement or under any other Transaction Document to which it is a party, the Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor hereby irrevocably and unconditionally agrees to the addition of additional Borrowers and Additional Loans (which shall become part of the Guarantee Obligations) pursuant to the terms and conditions of this Agreement, and (c) payment, upon demand by any Noteholder, of that its guaranty shall be fully applicable to all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability Obligations of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableBorrowers.

Obligations Guaranteed. The Parent Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parentsuch Subsidiary Guarantor, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase 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) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent any Subsidiary Guarantor directly upon such principal, interest and other amounts becoming so due and payable.

Obligations Guaranteed. The Parent hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Revolving Loan Notes and the Note Purchase Agreement indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepaymentat the stated maturity thereof, by extension or by acceleration or declarationacceleration, or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (biii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Company of each and all Borrower of the obligations, covenants and agreements required to be performed or and observed by it the Borrower under the terms of the Note Purchase Agreement, this Agreement and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any each of the other Financing Transaction Documents or in any consultation or action in connection therewith, and in each and every case irrespective of to which the validity, regularity or enforcement of any of the NotesBorrower is a party (items (i) through (iv), the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Subsidiary Guarantee Obligations”). The guaranty Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of the Notes herein provided for is a guaranty of the immediate and timely payment of the principalany principal of, interest, Make-Whole Amount interest on or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts (including amounts in respect of fees and indemnification owing to the Noteholders from time to time Agent or the Lenders) due under the Notes and Revolving Loan Notes, this Agreement or any other Transaction Document, the Note Purchase Agreement when and as Subsidiary Guarantors will pay the same are due within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and payable unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and shall not be deemed agreements required to be a guaranty only performed and observed by the Borrower under this Agreement and under each of the collectability other Transaction Documents to which the Borrower is a party, the Subsidiary Guarantors will effect the observance of such payments obligations, covenants and that in consequence thereof each Noteholder may xxx agreements within ten (10) days after receipt of written demand therefor from the Parent directly upon such principal, interest and other amounts becoming so due and payableAgent or any Lender.

Obligations Guaranteed. The Parent (a) In consideration for the Commitments, the Guarantor hereby irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees to each of the Noteholders: Agent and the Lenders (ai) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement indebtedness represented thereby when and as the same shall become due and payable, whether at the stated maturity thereof, by lapse of timeacceleration, upon call for redemption or prepaymentotherwise; (ii) the full and prompt payment of interest on the Notes when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by extension a Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (including, without limitation, any indemnity for any loss, claim, expense or by acceleration liability (including, without limitation, any Environmental Claims) that the Agent, a Lender or declarationany of their respective officers, directors, employees or otherwise, agents may suffer or incur) and (biv) the full and prompt performance and observance by the Company of each a Borrower and all Xxxxxxxxx of the obligations, covenants and agreements required to be performed or and observed by it such Borrower and/or Xxxxxxxxx under the terms of this Agreement and under each of the Note Purchase Agreementother Transaction Documents to which it is a party (items (i) through (iv), the "Guarantee Obligations"). The Guarantor hereby irrevocably and (c) unconditionally agrees that upon any default by a Borrower in the payment, upon demand by any Noteholderwhen due, of all costs and expensesany principal of, legal interest on or otherwise other amounts (including reasonable attorneys’ feesamounts in respect of fees and indemnification owing to the Agent or the Lenders) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege due under the Note Purchase Notes, this Agreement or any other Transaction Document, the Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the other Financing Documents Agent or any Lender. The Guarantor further hereby irrevocably and unconditionally agrees that upon any default by a Borrower in any consultation of its obligations, covenants and agreements required to be performed and observed by such Borrower under this Agreement or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of under any of the Notesother Transaction Document to which it is a party, the Note Purchase Agreement Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableLender.

Obligations Guaranteed. The Parent Company, in ------------------------ ---------------------- consideration of the execution and delivery of this Agreement, hereby irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees to you (together with your successors and assigns, hereinafter referred to as the Noteholders: (a) "Purchaser"), and to the full holders from time to time of the Notes, the due and prompt punctual payment of the principal of all of of, premium, if any (including the Yield-Maintenance Premium), and interest on the Notes and of the interest thereon at the rate therein stipulated (including post-petition interest accruing or becoming owing both prior to and subsequent to in the commencement event of any bankruptcy, reorganization a bankruptcy or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepaymentat the maturity thereof, by extension or acceleration, by acceleration or declaration, notice of prepayment or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required according to be performed or observed by it under the terms thereof and of the Note Purchase this Agreement, and (c) payment, upon demand by any Noteholder, of all costs the due and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement punctual payment of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time Purchaser and to time such holders under or in respect of the Notes and all other payment obligations of the Note Purchase Agreement when ESOP hereunder (including, without limitation, amounts payable by the ESOP pursuant to paragraph 7), whether absolute or contingent, liquidated of unliquidated. In the absence of the due observance and as performance by the same are ESOP of any of its other obligations, undertakings and conditions contained in this Agreement, the Company shall use its best efforts, to the extent practicable, to provide reasonably equivalent performance intended to achieve comparable results. If the ESOP shall not punctually pay any such principal, premium (including, without limitation, Yield-Maintenance Premium), interest or other amounts (regardless of whether the holders of the Notes have recourse against the ESOP), the Company shall make such payment forthwith thereafter. If the Purchaser or any of the holders of the Notes shall have the right to declare any or all of the Notes due and payable and (or any such right shall not be deemed to be a guaranty only limited by operation of the collectability last sentence of paragraph 9A or otherwise), and acceleration of the payment of such payments Notes is stayed, enjoined or otherwise prevented for any reason, including, without limitation, because of any bankruptcy proceeding or the provisions of Treasury Regulation section 54.4975-7 or 54.4975-11, the Company, upon demand therefor, shall pay to the Purchaser and that in consequence thereof each Noteholder may xxx holder of Notes the Parent directly upon sums which would have been due to the Purchaser and such principalholders under this Agreement if such acceleration had occurred, interest and other amounts becoming so due and payableall as permitted by applicable law.

Obligations Guaranteed. (a) The Parent Lessee hereby irrevocably, absolutely and ---------------------- unconditionally guarantees to the Noteholders: Bondholder (a1) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) Bond and the Make-Whole Amountindebtedness represented thereby, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement redemption premium, if any, on the Bond when and as the same shall become due and payable, whether at the stated maturity thereof, by lapse of timeacceleration, upon call for redemption or prepaymentotherwise; (2) the full and prompt payment of interest on the Bond when and as the same shall become due and payable; (3) the full and prompt payment of an amount equal to each and all of the rental payments and other sums when and as the same shall become due, required to be paid by extension or by acceleration or declaration, or otherwise, the Lessee under the terms of the Lease Agreement; and (b4) the full and prompt performance and observance by the Company Lessee of each and all of the obligations, covenants and agreements required to be performed or and observed by it the Lessee under the terms of the Note Purchase Lease Agreement, the Building Loan Contract and the other Security Documents. The Lessee hereby irrevocably and unconditionally agrees that upon any default by the Agency in the payment, when due, of any principal of, any redemption premium on, or any interest on the Bond, the Lessee will promptly pay the same. The Lessee further hereby irrevocably and unconditionally agrees that (i) upon any default by the Lessee in the rental payments and other sums, when due and payable, under the Lease Agreement the Lessee will promptly pay the same, and (cii) paymentupon any default by the Lessee in any of the obligations, upon demand covenants and agreements required to be performed and observed by any Noteholderthe Lessee under the Lease Agreement, the Building Loan Contract and the other Security Documents, the Lessee will effect the observance of all costs such obligations, covenants and expensesagreements. All payments by the Lessee shall be paid in lawful money of the United States of America. Each and every default (x) in the payment of the principal of, legal or otherwise (including reasonable attorneys’ fees) and such expensesredemption premium, if any, as shall have been expended or incurred interest on the Bond, (y) in the protection or enforcement payments of any right or privilege the rental payments and other sums required to be paid by the Lessee under the Note Purchase Agreement or any terms of the other Financing Documents Lease Agreement, or (z) in any consultation or action in connection therewith, the prompt performance and in each and every case irrespective observance by the Lessee of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in obligations, covenants and agreements required to be performed and observed by the foregoing clause (a), clause (b) and clause (c) being referred to herein as Lessee under the “Guaranteed Obligations”). The guaranty terms of the Notes herein provided for is a guaranty of Lease Agreement, the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes Building Loan Contract and the Note Purchase Agreement when other Security Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as the same are due and payable and shall not be deemed to be a guaranty only each cause of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableactions arises.

Obligations Guaranteed. (a) The Parent Corporate Guarantor hereby ---------------------- irrevocably, absolutely and unconditionally guarantees to the Noteholders: Trustee for the benefit of the Holders from time to time of the Bonds, the Bank and the Issuing Agent (a1) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) Bonds and the Make-Whole Amountindebtedness represented thereby, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement redemption premium, if any, on the Bonds when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepaymentat the stated maturity thereof, by extension or by acceleration or declarationacceleration, call for redemption, purchase or otherwise, (b2) the full and prompt payment of interest on the Bonds when and as the same shall become due and payable and, if the Letter of Credit is in effect, on any amounts due and owing to the Bank, (3) the payment, performance and observance of all obligations of the Lessee in favor of the Bank and the Issuing Agent under the Reimbursement Agreement and in respect of the Letter of Credit, (4) to the extent permitted by law, the full and prompt payment of an amount equal to each and all of the rental payments and other sums, when and as the same shall become due, required to be paid by the Lessee under the terms of the Lease Agreement, and (5) to the extent permitted by law, the full and prompt performance and observance by the Company Lessee of each and all of the obligations, covenants and agreements required to be performed or and observed by it the Lessee under the terms of the Note Purchase AgreementLease Agreement (the payments, obligations, covenants and (c) paymentagreements referred to above being collectively referred to as the "Guaranteed Obligations"). The Corporate Guarantor further hereby irrevocably, absolutely and unconditionally agrees that upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred default in the protection or enforcement payment of any right or privilege under the Note Purchase Agreement or any Guaranteed Obligations, the Corporate Guarantor will promptly pay the same. All payments by the Corporate Guarantor shall be paid in lawful money of the other Financing Documents or in any consultation or action in connection therewith, and in each United States of America. Each and every case irrespective of default in the validity, regularity or enforcement payment of any of the NotesGuaranteed Obligations shall give rise to a separate cause of action hereunder, the Note Purchase Agreement or any and separate suits may be brought hereunder as each cause of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payableaction arises.

Obligations Guaranteed. The Parent Each of the Subsidiary Guarantors, jointly and severally, in consideration of the execution and delivery of this Agreement and certain other benefits to the Subsidiary Guarantors which are expected to arise as a result of the transactions contemplated by this Agreement, hereby irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees to the Noteholders: (a) Purchasers and to the full holders from time to time of the Notes the due and prompt punctual payment of the principal of all of and interest on the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, payable (whether by lapse of time, upon redemption or prepaymentat the maturity thereof, by extension or acceleration, by acceleration or declaration, notice of prepayment or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required according to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or and of this Agreement, as such may be amended from time to time, and the due and punctual payment of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time Purchasers and to time such holders under or in respect of the Notes Notes, and the Note Purchase Agreement when and as the same are due and payable punctual payment of any obligations with respect to the Put owing to the Purchasers and to the holders of the Warrants, under this Agreement and all other payment obligations of the Company and its Subsidiaries hereunder and thereunder, whether absolute or contingent, liquidated or unliquidated (collectively, the "Guaranteed Obligations"). In the absence of the due observance and performance by the Company and its Subsidiaries of any of its or their other obligations, undertakings and conditions contained in this Agreement, each Subsidiary Guarantor shall use its best efforts, to the extent practicable, to provide reasonably equivalent performance intended to achieve comparable results. If the Company or its Subsidiaries shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon punctually pay any such principal, interest and or other amounts becoming so in respect of the Guaranteed Obligations (regardless of whether the Purchasers or the holders of the Notes or Warrants have recourse against the Company), each Subsidiary Guarantor shall provide that such payment be made forthwith thereafter. If the Purchasers or any of the holders of the Notes shall have the right to declare any or all of the Notes or other Guaranteed Obligations due and payable,. and acceleration of the payment of such Notes or other Guaranteed Obligations is stayed, enjoined or otherwise prevented for any reason, in each case as determined in good faith by the Purchasers and each holder of Notes, each Subsidiary Guarantor, upon demand therefor, shall pay to the Purchasers and each holder of Notes, the sums which would have been due to the Purchasers and such holders under this Agreement if such acceleration had occurred, all as permitted by applicable law.