Common use of Parent Guaranty Clause in Contracts

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IX, unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent herebyirrevocably and unconditionally guarantees the prompt, subject to complete and punctual payment of all payment obligations of Purchaser under this Agreement (“Guaranteed Obligations”). In furtherance of the limitations set forth in foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Article IX, unconditionally and irrevocably guarantees Section 11.21 (the this “Parent Guaranty”) by way is a guaranty of an independent obligation to Buyer the payment when due and punctual performance not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the obligations Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Seller under this Agreement to the extent to be performed from or after the closing Parent for any portion of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Guaranteed Obligations which have not been paid or performed. (b) Notwithstanding anything Seller may recover from Parent the full amount of any Guaranteed Obligation on demand, but only after Purchaser has breached or defaulted on such Guaranteed Obligation. Nothing herein shall require Seller to the contrary hereinfirst seek or exhaust any remedy against Purchaser, following the Rite Aid Closing Buyer shallits successors and assigns, prior to bringing or any Action against Parent other person obligated with respect to the Guaranteed Obligations. It is agreed that Seller Obligations may, upon any breach or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice default of the creation, renewal, extension or accrual Purchaser of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurreda Guaranteed Obligation, or renewedat any time thereafter, extendedmake demand upon Parent and receive payment and performance of such Guaranteed Obligation, amended with or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had without notice or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice performance by Purchaser, its successors or assigns, or any other person. Suit may be brought and maintained against Parent, at Seller’s election, without joinder of default Purchaser or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedother person as parties thereto. (c) Parent represents that: agrees that its obligations to Seller under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Purchaser hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) Parent has full rightthe genuineness, authority validity, regularity and capacity to join in enforceability of this Agreement and provide the guaranty as set forth or any other document executed in this Section 9.09connection herewith; (ii) the executionany extension, delivery and performance by Parent renewal, amendment, change, waiver or other modification of this Agreement has been duly authorized, and no or any other action on the part of Parent is required document executed in connection therewithherewith; and (iii) Purchaser’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting Purchaser or any of its assets; or (iv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Agreement constitutes Section 11.21(c)). (d) To the extent the waiver of Parent’s rights of subrogation, reimbursement and contribution as set forth herein is found by a valid court of competent jurisdiction to be void or voidable for any reason, Parent’s rights of subrogation and binding obligation reimbursement against Purchaser, shall be junior and subordinate to any rights Seller may have against Purchaser. (e) Any modification, limitation or discharge of all or any part of the Guaranteed Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of Purchaser under Applicable Law initiated by or against Purchaser shall not modify, limit, lessen, reduce, impair, discharge or otherwise affect Parent’s obligations hereunder in any manner whatsoever. If at any time any payment or portion thereof of any Guaranteed Obligation, whether or not made by or for the account of Parent, enforceable against Parent in accordance with its terms, except is set aside by any court or trustee having jurisdiction as enforceability may a voidable preference or fraudulent conveyance or must otherwise be limited restored or returned by bankruptcy, Seller to Purchaser under any insolvency, reorganization, moratorium bankruptcy or other laws affecting creditors’ rights generally Applicable Laws or as a result of any dissolution, liquidation or reorganization of Purchaser or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer of Purchaser or any substantial part of Purchaser’s properties or assets, or in connection with any compromise or settlement relating to any of the above, Parent hereby agrees that this Guaranty shall continue and by equitable principlesremain in full force and effect or be reinstated, including those limiting as the availability of specific performancecase may be, injunctive relief and other equitable remedies and those providing for equitable defensesall as though such payment(s) had not been made.

Parent Guaranty. (a) Parent herebyIn consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to subsection (d) below, the limitations set forth in this Article IX, Parent Guarantor hereby irrevocably and unconditionally and irrevocably guarantees (the “"Parent Guaranty”" and, together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") by way to each holder of an independent obligation a Subsidiary Guaranty and to Buyer the due Trustee and punctual performance its successors and assigns, irrespective of the validity and enforceability of the Subsidiary Guaranties or the obligations of Seller any of the Subsidiaries under this Agreement the Subsidiary Guaranties, that all obligations of each of the Subsidiaries to the extent to Holders or the Trustee under the Subsidiary Guaranties will be performed from promptly paid in full or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable performed, all in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)various Subsidiary Guaranties. (b) Notwithstanding anything The Parent Guarantor hereby agrees that its obligations with regard to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty shall be unconditional, irrespective of the validity, regularity or acceptance enforceability of the Subsidiary Guaranties or this Parent GuarantyIndenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Subsidiary, any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of any Subsidiary under the Subsidiary Guaranties. The Seller Obligations shall conclusively be deemed to have been createdParent Guarantor hereby waives diligence, contracted or incurredpresentment, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Subsidiary, any right to require a proceeding first against any Subsidiary or right to require the prior disposition of the assets of any Subsidiary to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not merely be discharged except by complete performance of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt obligations of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedSubsidiaries under the Subsidiary Guaranties. (c) If any Holder or the Trustee is required by any court or otherwise to return to any Subsidiary, or any Custodian, Trustee, or similar official acting in relation to such Subsidiary, any amount paid by such Subsidiary to the Trustee or such Holder, this Parent represents Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until the principal of, premium, if any, and interest on all Securities issued hereunder shall have been paid in full. The Parent Guarantor further agrees that: , as between such Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.2 for the purposes of this Parent has full rightGuaranty, authority notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Subsidiary of the obligations guaranteed hereby, and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) in the executionevent of any declaration of acceleration of those obligations as provided in Section 6.2, delivery those 115 127 obligations (whether or not due and performance payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Agreement has been duly authorizedParent Guaranty. (d) It is the intention of the Parent Guarantor and the Subsidiaries that the obligations of the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Parent Guaranty would be annulled, avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the Parent Guarantor under the Parent Guaranty shall be reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and no other action on the part effective times of Parent is reductions, if any, required in connection therewith; and (iii) by this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent paragraph shall be determined in accordance with its termsapplicable law. (e) The Parent Guarantor shall be subrogated to all rights of the Holders against the Subsidiaries under the Subsidiary Guaranties in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, except as enforceability may however, that the Parent Guarantor shall not be limited by bankruptcyentitled to enforce or to receive any payments arising out of, insolvencyor based upon, reorganizationsuch right of subrogation until the principal of, moratorium or other laws affecting creditors’ rights generally premium, if any, and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesinterest on all Securities issued hereunder shall have been paid in full.

Parent Guaranty. The Parent REIT hereby irrevocably, absolutely and unconditionally guarantees as primary obligors and not as surety to each holder of any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when due (awhether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) Parent herebyof the principal of and Make-Whole Amount (if any) and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and interest at the Default Rate (if any) and interest accruing at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, subject or the commencement of any insolvency reorganization or like proceeding, relating to the limitations set forth Company, whether or not a claim for post-filing or post-petition interest is allowed in this Article IX, unconditionally such proceeding) and irrevocably guarantees (all other amounts from time to time owing by the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the extent to be performed from or after “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the closing Company shall default in the payment of any of the Rite Aid Acquisition when Guaranteed Obligations (after giving effect to all applicable grace and as cure periods), the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same shall arise and become will be promptly paid in full when due and payable (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and subject (y) pay to the conditions contained in holder of any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement (Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Seller Obligations”). (b) Notwithstanding anything to Parent Guaranty” and shall survive the contrary herein, following transfer of any Note. Any obligations of the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent REIT under this Section 13 with respect to which the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice underlying obligation of the creation, renewal, extension or accrual Company is expressly stated to survive payment of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice Note shall also survive payment of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedsuch Note. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent herebyParent, intending to be legally bound, and for good and valuable consideration and benefit, the receipt and sufficiency of which are acknowledged by Parent, absolutely, irrevocably, and unconditionally guarantees to the Sellers the due and punctual discharge of all of Buyer’s payment obligations to the Sellers pursuant to this Agreement, in each case if, as, and when due and subject to the limitations adjustments and limitations, if any, set forth in this Article IXAgreement (collectively, unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Payment Obligations”). The guaranty by Parent of the Payment Obligations pursuant to this Section 11.16 may be enforced for money damages only. In no event shall Parent’s aggregate liability under this Section 11.16 exceed the aggregate amount of the Payment Obligations. Parent waives all rights and provisions under applicable law that may require the Sellers to take only one action to collect the Payment Obligations or that may otherwise limit the remedies available to the Sellers to collect the Payment Obligations. Parent’s liability under this Section 11.16 is absolute, unconditional, irrevocable, and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from this Agreement or any agreement or instrument related to this Agreement that may be agreed to by Buyer. Without limiting the foregoing, the Sellers shall not be obligated to file any claim relating to the Payment Obligations in the event that Buyer becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of any Seller to so file shall not affect Parent’s obligations under this Section 11.16. (b) Notwithstanding anything Parent represents and warrants to the contrary hereinSellers, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice as of the creationClosing Date, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, all requisite power and authority and capacity to join in enter into this Agreement and provide consummate the guaranty as set forth in this Section 9.09; transactions contemplated hereby, (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other all corporate action on the part of Parent is required in connection therewith; necessary for the authorization, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been taken prior to the Closing, (iii) this Agreement constitutes a valid the legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its termsthe terms of this Agreement, except as enforceability may be limited by bankruptcysubject to the General Enforceability Exceptions, insolvencyand (iv) Parent’s execution, reorganizationdelivery, moratorium and performance of this Agreement and the consummation of the transactions contemplated hereby shall not (A) violate any provision of, result in the breach of, or constitute a default under, any law or any order, writ, injunction, or decree of any court, governmental agency, or arbitration tribunal, (B) constitute a violation of or a default under any material contract, commitment, indenture, lease, instrument, or other laws affecting creditors’ rights generally and agreement or any other restriction of any kind to which Parent is a party or bound, or (C) result in the creation of any encumbrance, lien, or obligation under any security agreement, indenture, mortgage, lien, or other agreement to which Parent is a party or by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenseswhich Parent’s assets are bound.

Parent Guaranty. Parent hereby guarantees (a) the undertaking of Parent hereby, subject to the limitations set forth contained in this Article IX, unconditionally and irrevocably guarantees (16 being the “Parent GuarantyGuarantee”) the punctual payment when due, whether at stated maturity, by way acceleration or otherwise, of all Obligations of Walgreens and each Designated Borrower now or hereafter existing under this Agreement, whether for principal, interest, fees, expenses or otherwise, which Obligations shall include such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an independent obligation allowed or disallowed claim under any proceeding or case commenced by or against Parent, Walgreens or any Designated Borrower under any Debtor Relief Laws, and shall include interest that accrues after the commencement of any proceeding under any Debtor Relief Laws (such obligations, collectively, being the “Subsidiary Borrower Obligations”), and any and all expenses (including counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any rights under the Parent Guarantee. The Parent Guarantee is a guaranty of payment and not of collection. Parent agrees that, as between Parent and the Administrative Agent, the Subsidiary Borrower Obligations may be declared to Buyer the be due and punctual performance payable for purposes of the obligations Parent Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Walgreens or any Designated Borrower and that in the event of Seller under this Agreement to a declaration or attempted declaration, the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same Subsidiary Borrower Obligations shall arise and immediately become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedGuarantee. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IXGuarantor hereby absolutely, unconditionally and irrevocably guarantees (to Purchaser, the “Parent Guaranty”) full and prompt performance by way Seller, of an independent obligation any and all obligations of Seller under this Agreement. Guarantor agrees that its obligations pursuant to Buyer this Section 7.17 shall be a continuing, absolute and unconditional guaranty of the due full and punctual performance by Seller of its obligations under this Agreement and is in no way conditioned upon any requirement that the Purchaser first attempt to collect any of its obligations from Seller without regard to (a) the validity, regularity or enforceability of this Agreement; (b) the absence of any action to enforce the same; (c) any waiver or consent by Seller concerning any provisions hereof; (d) the rendering of any judgment against Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against the Purchaser; or (f) any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. Guarantor hereby guarantees that any payments Seller is obligated to make hereunder will be made to Purchaser without set-off or counterclaim. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller with respect to the obligations of Seller under this Agreement. This Section 7.17 shall continue to be effective if Seller merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. Notwithstanding anything in this Agreement to the extent to be performed from or after the closing contrary, Guarantor’s guaranty of the Rite Aid Acquisition when and as the same shall arise and become due and payable Seller’s obligations provided for in accordance with the terms of and this Section is subject to the conditions and is limited by any limitations on Seller’s obligations contained in this Agreement (the “Seller Obligations”)Agreement. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) The Parent hereby, subject to the limitations set forth in this Article IXhereby absolutely, unconditionally and irrevocably guarantees (on a joint and several basis with the other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. Without limiting the generality of the foregoing, the Parent’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any other Credit Party to the Swap Counterparty, Banking Services Provider, or any other Secured Party 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 other Credit Party. The Parent Guaranty”) shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by way the Borrower or any Credit Party in accordance with this Agreement. The obligations of an independent obligation to Buyer the Parent under this Article 9 constitute a guaranty of payment when due and punctual performance not of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Party or any other Person before or as a condition to the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Parent hereunder. (b) Notwithstanding anything Anything contained herein to the contrary hereinnotwithstanding, following the Rite Aid Closing Buyer shallobligations of the Parent under this Article 9 on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, prior on such date, render its obligations hereunder subject to bringing avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any Action against applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of the Parent, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any liabilities of the Parent in respect of intercompany indebtedness to the Borrower or other Credit Party to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the Parent hereunder; and (B) any liabilities of the Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Guaranteed Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty after giving effect as assets to the value (as determined under the applicable provisions of paymentthe Fraudulent Transfer Laws) of any rights to subrogation, not merely reimbursement, indemnification or contribution of collection. If for the Parent pursuant to applicable law or pursuant to the terms of any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedagreement. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) The Parent hereby, subject to the limitations set forth in this Article IXhereby absolutely, unconditionally and irrevocably guarantees (on a joint and several basis with the other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. Without limiting the generality of the foregoing, the Parent’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any other Credit Party to the Swap Counterparty, Banking Services Provider, or any other Secured Party 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 other Credit Party. The Parent Guaranty”) shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by way or on account of an independent any obligation to Buyer of the Borrower or any Credit Party in accordance with this Agreement. The obligations of the Parent under this Article 9 constitute a guaranty of payment when due and punctual performance not of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Party or any other Person before or as a condition to the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Parent hereunder. (b) Notwithstanding anything Anything contained herein to the contrary hereinnotwithstanding, following the Rite Aid Closing Buyer shallobligations of the Parent under this Article 9 on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, prior on such date, render its obligations hereunder subject to bringing avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any Action against applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of the Parent, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any liabilities of the Parent in respect of intercompany indebtedness to the Borrower or other Credit Party to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the Parent hereunder; and (B) any liabilities of the Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Guaranteed Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty after giving effect as assets to the value (as determined under the applicable provisions of paymentthe Fraudulent Transfer Laws) of any rights to subrogation, not merely reimbursement, indemnification or contribution of collection. If for the Parent pursuant to applicable law or pursuant to the terms of any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedagreement. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent herebyhereby guarantees unconditionally, subject to for the limitations set forth in benefit of SpinCo, the due performance by the Company of its obligations under this Article IX, unconditionally Agreement and irrevocably guarantees the Transition Services Agreement following the Effective Time (the “Parent GuarantyGuaranteed Obligations”) by way ). If the Company fails to perform any such obligation, Parent, upon written request of an independent obligation SpinCo, shall, or shall cause the Company to, perform such obligations promptly upon receipt of such request. This guaranty shall apply regardless of any amendments, variations, alterations, waivers or extensions to Buyer the due and punctual performance of the obligations of Seller under this Agreement Agreement, except to the extent to any of the foregoing modifies the application thereof. For the avoidance of doubt, this guaranty of this Section 8.7 shall only be performed effective from or and after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Effective Time. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent hereby waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) Guaranteed Obligations and notice of or proof of reliance by Buyer SpinCo upon this Parent Guaranty Section 8.7 or acceptance of this Parent GuarantySection 8.7. The Seller Obligations Guaranteed Obligation conclusively shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this Parent Guaranty. All Section 8.7, and all dealings between Buyer SpinCo, on the one hand, and Seller the Company, on the other, likewise conclusively shall be conclusively presumed to have been had or consummated in reliance upon this Parent GuarantySection 8.7. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller When pursuing its rights and remedies hereunder against Parent, SpinCo shall be deemed under no obligation to constitute notice pursue such rights and remedies it may have against the Company or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by SpinCo to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon or to exercise any such right of offset shall not relieve Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedliability hereunder. (c) Parent represents that: (i) expressly and irrevocably waives any election of remedies by SpinCo, promptness, diligence, acceptance hereof, presentment, demand, protest and any notice of any kind not provided for herein or not required to be provided to the Company under or in connection with this Agreement, other than defenses that are available to the Company hereunder. SpinCo acknowledges and agrees that Parent has full rightshall be entitled to all rights, authority remedies and capacity to join in benefits of the Company hereunder following the Effective Time. Parent acknowledges that it will receive substantial direct and indirect benefits from the transaction contemplated by this Agreement and provide that the guaranty as waivers set forth in this Section 9.09; 8.7 are made knowingly in contemplation of such benefits. (d) Parent represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of the state of Delaware, (ii) the executionit has all requisite corporate power and authority to execute, delivery deliver and performance by Parent perform its obligations under this Agreement solely for purposes of this Section 8.7 and this Agreement has been duly authorizedexecuted and delivered by it and, assuming due authorization, execution and no delivery by the other action on the part of Parent is required in connection therewith; and (iii) this Agreement parties hereto, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, terms (except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, moratorium preference or other similar laws of general applicability relating to or affecting creditors’ the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law)) and (iii) the execution, delivery and performance of this Agreement does not contravene any law to which Parent is subject or result in any breach of any Contract to which Parent is a party, other than such contravention or breach that would not be material to Parent or limit its ability to carry out the terms and provisions of this Agreement solely for purposes of this Section 8.7. (e) SpinCo agrees that its rights in respect of any claim or liability under this Agreement asserted by it against Parent shall be limited solely to satisfaction out of, and enforcement against, the assets of Parent and the RemainCo Group, and SpinCo covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of Parent’s former, current or future directors, officers, agents, or stockholders or any former, current or future directors, officers, agents, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable principlesproceeding, including those limiting or by virtue of any applicable law. (f) No amendment, supplement or modification to this Section 8.7 shall be made without the availability written agreement of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesParent.

Parent Guaranty. (a) Parent hereby, subject Subject to the limitations set forth in under this Article IXSection 8.14, Parent hereby absolutely, irrevocably and unconditionally guarantees the full and irrevocably guarantees (the “Parent Guaranty”) by way prompt payment, performance or discharge when due of an independent obligation to Buyer the due and punctual performance all of the obligations of Seller under this Agreement Purchaser’s obligations, undertakings, agreements, covenants, representations and warranties pursuant to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (all such obligations, undertakings, agreements, covenants, representations and warranties are referred to herein as the “Seller Purchaser Obligations”). . This guarantee shall be a guarantee of payment and not of collection. Parent hereby agrees that its obligations hereunder shall be unconditional, and shall not be discharged or otherwise affected by (bi) Notwithstanding anything the validity or enforceability of this Agreement against the Purchaser, (ii) any change herein or amendment hereto, (iii) any extension of time with respect to or failure to enforce any Purchaser Obligation, (iv) the contrary hereinrecovery of any judgment against the Purchaser or any action to enforce the same, following (v) any failure by Seller to give notice of default to Parent or any other notice to Parent, (vi) the Rite Aid Closing Buyer shalloccurrence or continuance of any event of bankruptcy, prior to bringing any Action against Parent reorganization or insolvency with respect to the Seller Purchaser, or the dissolution, liquidation or winding up of Parent or the Purchaser, or (vii) any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor. Parent covenants that this guaranty made under this Section 8.14 will not be discharged except by complete performance of all Purchaser Obligations; provided, however, in no event shall the Purchaser Obligations or otherwise seeking any recourse with respect theretoguaranteed by Parent pursuant to this Section 8.14 exceed $3,000,000.00 plus the Deposit. For the avoidance of doubt, use commercially reasonable efforts to seek resolution against Seller with respect such guaranty shall not apply to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives performance of any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedAssumed Contracts. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent hereby, subject As a material inducement to the limitations set forth Seller to enter into this Agreement and in this Article IX, unconditionally recognition of substantial direct and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation indirect benefits to Buyer Parent therefrom, Buyer Parent hereby absolutely, irrevocably and unconditionally guarantees to Seller the due and punctual performance by Buyer of the all of Buyer’s obligations and liabilities under or in respect of Seller under this Agreement including all of Buyer’s payment obligations hereunder and any obligations or liabilities of Buyer arising from any breach of this Agreement. This is a guarantee of payment and performance, and not of collection, and Buyer Parent’s liabilities hereunder are absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the extent terms and conditions of this Agreement that may be agreed to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable by Buyer hereto in accordance with the terms of and subject this Agreement. Buyer Parent agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay on the part of Seller to the conditions contained in this Agreement (the “Seller Obligations”). assert any claim or demand or to enforce any right or remedy against Buyer or (b) any insolvency, bankruptcy, reorganization or other similar proceeding instituted by or against Buyer. Buyer Parent hereby waives, for the benefit of Seller, (i) any right to require Seller, as a condition of payment or performance by Buyer Parent, to proceed against Buyer or pursue any other remedy whatsoever and (ii) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to Buyer. Notwithstanding anything to the contrary hereincontained in this Section 11.17 or otherwise, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided hereby agrees that Buyer has made such efforts: (i) Parent waives any and shall have all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those to its obligations under this guarantee that may would be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent respect of this Agreement has been duly authorized, and no other action on whether pursuant to the part terms of Parent is required this Agreement or pursuant to any applicable Law in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent hereby, subject As a material inducement to the limitations set forth in Seller to enter into this Article IXAgreement, Parent hereby absolutely, unconditionally and irrevocably guarantees to the Seller, as primary obligor and not merely as a surety, the due and timely payment and performance of all obligations of Purchaser under this Agreement and any Transaction Agreement to which Purchaser is a party, including the consummation of the Closing and the payment of the Purchase Price, in each case in accordance with and solely if, as and when required by the terms of this Agreement or any such Transaction Agreement (the “Guaranteed Obligations”). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The guarantee contained in this Section 9.14 (the “Parent Guaranty”) by way is a continuing one and shall remain in full force and effect until all of an independent obligation the Guaranteed Obligations shall have been paid and performed in full, and will be binding upon Parent, its successors and permitted assigns. (b) If for any reason Purchaser shall fail or be unable to Buyer duly and punctually pay or perform, or cause to be duly and punctually paid or performed, any of the Guaranteed Obligations as and when required pursuant to this Agreement or any such Transaction Agreement, Parent shall duly and punctually pay or perform, or cause to be duly and punctually paid or performed, such Guaranteed Obligations. Parent further agrees that the Parent Guaranty constitutes a guaranty of payment and performance when due and punctual performance not of collection and is in no way conditioned or contingent upon any attempt to collect from Purchaser or any other person. (c) The liability of Parent under this Agreement will, to the fullest extent permitted under Law, be absolute and unconditional irrespective of, and Parent hereby acknowledges and agrees that the obligations of Seller under this Agreement Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by, and Parent hereby irrevocably waives any defense based upon or arising out of (except as may be required by applicable Law and to the extent the relevant requirement by applicable Law cannot be waived): (i) any failure or delay of any Seller to be performed from assert any claim or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance demand or to enforce any right or remedy against Purchaser, Parent or any other person now or hereafter liable with the terms of and subject respect to the conditions contained Guaranteed Obligations or otherwise interested in the transactions contemplated by this Agreement (each, an “Interested Person”), or to pursue any other remedy in Seller’s power whatsoever; (ii) any amendment, modification or waiver of, or any consent to any departure from the terms of, this Agreement or any such Transaction Agreement or any change in the time, manner, place or terms of payment or performance, or any renewal or alteration of, any Guaranteed Obligation, except to the extent Seller has consented thereto; (iii) the addition, substitution or release of Purchaser or any other person to or from this Agreement or any such Transaction Agreement; (iv) any change in the corporate existence, structure or ownership of Purchaser or Parent; (v) any insolvency, bankruptcy, reorganization or other similar proceeding (or any consequences or effects thereof) affecting Purchaser, Parent, any other person or any of their respective assets; (vi) the existence of any claim, set-off or other right which Parent may have at any time against Purchaser, the Seller or any other person, whether in connection with the Guaranteed Obligations or otherwise; (vii) any lack of authority of any officer, director, manager or any other person acting or purporting to act on behalf of Purchaser or Parent or any defect in the formation of Purchaser or Parent or the lack of enforceability of this Agreement or any such Transaction Agreement against Purchaser or Parent; (viii) any act or omission by Purchaser that directly or indirectly results in or aids the discharge or release of Purchaser or any Guaranteed Obligations by operation of Law or otherwise; and (ix) the adequacy of any other means Seller may have of obtaining payment of the Guaranteed Obligations; provided, however, that Parent does not waive any defenses to the payment of the Guaranteed Obligations that are available to Purchaser under the express terms of this Agreement, including, for the avoidance of doubt, any breach of any representation, warranty, covenant or agreement by any Seller of this Agreement or any such Transaction Agreement that would give rise to such defense but excluding any defenses arising from or relating to the matters specified in subsections (iii), (iv), (v) or (vi) (other than defenses under the express terms of this Agreement with respect to breach of this Agreement by Seller) of this Section 9.14 (collectively, the “Seller ObligationsRetained Defenses”). (bd) Notwithstanding anything Parent hereby waives promptness, diligence, notice of the acceptance of the Parent Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations 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 effect, any right to require the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing marshalling of assets of Purchaser or any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Actionother Interested Person, and provided all suretyship defenses generally; provided, however, that Buyer has made such efforts: (i) Parent does not waive any Retained Defense. Parent hereby waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer the Seller upon this Parent Guaranty or acceptance of this the Parent Guaranty. The Seller Obligations shall Guaranteed Obligations, and any of them, will conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this the Parent Guaranty. All , and all dealings between Buyer Purchaser or Parent, on the one hand, and Seller shall the Seller, on the other hand, will likewise be conclusively presumed to have been had or consummated in reliance upon this the Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (ce) Parent represents and warrants to the Seller that: (i) Parent has full rightis a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) duly organized, authority validly existing, and capacity to join in this Agreement and provide good standing under the guaranty as set forth in this Section 9.09laws of the Netherlands; (ii) the execution, delivery delivery, and performance by Parent of this Agreement has Agreement, and the consummation of the Transactions are within Parent’s company powers and have been duly authorized, and no other authorized by all necessary company action on the part of Parent is required in connection therewithParent; and (iii) this Agreement has been duly executed and delivered by Parent and constitutes a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability enforcement thereof may be limited against Parent by bankruptcythe Enforceability Exceptions; (iv) no consent, insolvencyapproval or authorization of, reorganizationdeclaration to or filing or registration with, moratorium any Governmental Entity or any other laws affecting creditors’ rights generally party to a Contract to which Parent is a party is required to be made or obtained by Parent in connection with the execution, delivery and performance by equitable principlesParent of this Agreement, including those limiting except for such consents or approvals the availability failure of specific performancewhich to obtain would not materially adversely affect or delay the ability of Parent to pay and perform the Guaranteed Obligations; (v) the execution, injunctive relief delivery and other equitable remedies performance by Parent of this Agreement, and those providing the consummation of the Transactions, will not (A) violate the organizational documents of Parent, (B) violate any Law applicable to Parent, or (C) constitute a default by Parent under any Contract to which Parent is a party, except for equitable defensessuch violations, defaults or impositions that would not materially adversely affect or delay the ability of Parent to pay and perform the Guaranteed Obligations; and (vi) Parent has the financial capacity to pay and perform the Guaranteed Obligations, and all funds necessary for Parent to pay and perform the Guaranteed Obligations shall be available to Parent for so long as the Parent Guaranty shall remain in effect. (f) Whenever this Agreement requires any subsidiary of Purchaser (including, after the Closing Date, the Group Companies) to take any action, such requirement shall be deemed to include an undertaking on the part of Purchaser to cause such Subsidiary of Parent to take such action. (g) Section 9.01 (Amendment and Waivers); Section 9.02 (Assignment); Section 9.03 (No Third-Party Beneficiaries); Section 9.05 (Right to Specific Performance); Section 9.06 (Interpretation); Section 9.07 (Conflicts; Privilege); Section 9.08 (Counterparts); Section 9.09 (Entire Agreement); Section 9.10 (Severability); Section 9.11 (Consent to Jurisdiction); Section 9.13 (Governing Law); and this Section 9.14 shall apply with respect to Parent and the Parent Guaranty.

Parent Guaranty. (a) Parent herebyIn consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to Article III, Article XIV and subsection (d) below, the limitations set forth in this Article IX, Parent Guarantor hereby irrevocably and unconditionally and irrevocably guarantees (the “"Parent Guaranty”" and, together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") by way to each holder of an independent obligation a Development Companies Guaranty to Buyer the due Trustee and punctual performance its successors and assigns, irrespective of the validity and enforceability of the Development Companies Guaranty or the obligations of Seller any of the Development Companies under this Agreement the Development Companies Guaranty, that all obligations of each of the Development Companies to the extent to Holders or the Trustee under the Guaranty will be performed from promptly paid in full or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable performed, all in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Development Companies Guaranty. (b) Notwithstanding anything The Parent Guarantor hereby agrees that its obligations with regard to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty shall be unconditional, irrespective of the validity, regularity or acceptance enforceability of the Development Companies Guaranty or this Parent Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Development Company, any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of any Development Company under the Development Companies Guaranty. The Seller Obligations shall conclusively be deemed to have been createdParent Guarantor hereby waives diligence, contracted or incurredpresentment, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Development Company, any right to require a proceeding first against any Development Company or right to require the prior disposition of the assets of any Development Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not merely be discharged except by complete performance of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt obligations of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedDevelopment Companies under the Development Companies Guaranty. (c) If any Holder or the Trustee is required by any court or otherwise to return to any Development Company, or any Custodian, Trustee, or similar official acting in relation to such Development Company, any amount paid by such Development Company to the Trustee or such Holder, this Parent represents Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until the principal of, premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in full. The Parent Guarantor further agrees that: , as between such Development Company, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in section 7.2 for the purposes of this Parent has full rightGuaranty, authority notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Development Company of the obligations guaranteed hereby, and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) in the executionevent of any declaration of acceleration of those obligations as provided in section 7.2, delivery those obligations (whether or not due and performance payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Agreement has been duly authorizedParent Guaranty. (d) It is the intention of the Parent Guarantor and the Development Companies that the obligations of the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Parent Guaranty would be annulled, avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the Parent Guarantor under the Parent Guaranty shall be reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and no other action on the part effective times of Parent is reductions, if any, required in connection therewith; and (iii) by this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent paragraph shall be determined in accordance with its termsapplicable law. (e) The Parent Guarantor shall be subrogated to all rights of the Holders against the Development Companies under the Development Companies Guaranty in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, except as enforceability may however, that the Parent Guarantor shall not be limited by bankruptcyentitled to enforce or to receive any payments arising out of, insolvencyor based upon, reorganizationsuch right of subrogation until the principal of, moratorium or other laws affecting creditors’ rights generally premium, if any, and by equitable principles, interest (including those limiting Contingent Payments to the availability of specific performance, injunctive relief extent due and other equitable remedies and those providing for equitable defensespayable hereunder) on all Securities issued hereunder shall have been paid in full.

Parent Guaranty. (a) Parent herebyGuarantor hereby guarantees the punctual payment and performance by Buyer of all of Buyer’s obligations under this Agreement. (b) Parent Guarantor hereby waives notice of the acceptance hereof, subject presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand with respect to the limitations set forth in obligations guaranteed under this Article IX, unconditionally and irrevocably guarantees Section 11.14 (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Guaranteed Obligations”). (bc) Notwithstanding anything The guarantee provided for in this Section 11.14 (this “Guarantee”) shall remain and continue in full force and effect as to any modification, extension or renewal of this Agreement. None of Seller or its Affiliates shall be under a duty to protect, secure or insure any security or lien provided by this Agreement or any other collateral, and Parent Guarantor acknowledges that other indulgences or forbearance may be granted under such document, all of which may be made, done or suffered without notice to, or further consent of, Parent Guarantor. (d) Parent Guarantor hereby waives the pleading of any statute of limitations applicable to any of the Guaranteed Obligations, as a defense to the contrary hereinobligation hereunder. (e) PARENT GUARANTOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE SELLER TO PROCEED AGAINST BUYER BEFORE PROCEEDING UNDER THIS GUARANTEE. PARENT GUARANTOR EXPRESSLY WAIVES AND RELINQUISHES ALL SURETYSHIP RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION) APPLICABLE AGAINST SELLER ACCORDED TO PARENT GUARANTOR BY APPLICABLE LAW. (f) Parent Guarantor agrees that the validity of this Guarantee and Parent Guarantor’s obligations under this Agreement shall in no way be terminated, following affected or impaired by reason of (i) the Rite Aid Closing Buyer shall, prior to bringing assertion by Seller of any Action against Parent rights or remedies which Seller may have under or with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance provisions of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the executionfailure by Seller to exercise, delivery and performance by Parent of or delay in exercising, any right or remedy which Seller may have hereunder or in respect to this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewithAgreement; and (iii) the commencement of a case under the Bankruptcy Code by or against Buyer; or (iv) any payment made on the obligations guaranteed by this Guarantee or any other indebtedness arising under this Agreement constitutes which is required to be refunded pursuant to the order of any court having jurisdiction over the bankruptcy or insolvency of Buyer; it being understood that no payment so refunded shall be considered as a valid and binding obligation payment of Parentany portion of the obligations guaranteed hereby, enforceable against nor shall it have the effect of reducing the liability of Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesGuarantor under this Agreement.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IX, unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer and its successors and assigns the due full and punctual timely performance of the Seller’s obligations of Seller under (including all indemnification and payment obligations) pursuant to this Agreement and pursuant to any agreement, certificate, instrument or other document (including the extent Ancillary Agreements) required to be performed from or after the closing of the Rite Aid Acquisition when and delivered hereunder, in each case as the same shall arise is now or may hereafter be in effect (collectively, the “Seller Obligations”). Parent acknowledges and become due agrees that this guaranty is full, absolute and payable unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Seller, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment any of the Seller Obligations (other than in accordance with the terms of this Agreement), or other change in any Seller Obligation, whether by agreement of Buyer and subject Seller, decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guaranty, nor shall such validity and enforceability be affected by any lack of validity or enforceability of any Seller Obligation as a result of the application of any bankruptcy, insolvency, moratorium or other similar Legal Requirement relating to creditors’ rights and general principles of equity to Seller. Parent hereby waives, for the benefit of Buyer, to the conditions contained in this Agreement fullest extent permitted by applicable Legal Requirements, any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Buyer (other than payment of the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent further waives any and all notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the creation, renewal, extension same pertains to Seller or accrual any of the Seller Obligations, or any defenses (right to require Buyer to proceed against Seller or to exhaust any security held by any Buyer or to pursue any other than those that remedy with respect to any of the Seller Obligations. Buyer may be available at any time and from time to Seller time without notice to or consent of Parent and without impairing or releasing the obligations of Parent under this Agreement) and notice guaranty, with respect to any of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full rightagree with Seller to make any change in the terms of the Seller Obligations, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) take or fail to take any action of any kind in respect of any security for the executionSeller Obligations, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and or (iii) exercise or refrain from exercising any rights against Seller or others. Parent shall not institute, and shall cause its Affiliates not to institute, any Action asserting that this Agreement constitutes a valid and binding obligation of Parentguaranty is illegal, enforceable against Parent invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on Parent, except its successors and assigns until all of the Seller Obligations have been paid and satisfied in full and shall continue to be effective or be reinstated, as enforceability the case may be, if at any time and to the extent that any payment of or other transaction satisfying any of the Seller Obligations is rescinded or must otherwise be limited returned by the recipient thereof upon the insolvency, bankruptcy, insolvencyreorganization or similar event of Seller, reorganizationParent, moratorium or any other Person. Parent understands that Buyer is relying on this guaranty in entering into this Agreement. References to Buyer in this Section 11.4 shall include Buyer’s Affiliates and their successors and assigns to the extent any of them are parties to any Ancillary Agreement or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesSeller Obligation.

Parent Guaranty. (a) To induce the Company to enter into this Agreement, Parent hereby, subject to the limitations set forth in this Article IXGuarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, to the Company the full, complete and timely payment and performance by Parent and Merger Sub (each of Parent and Merger Sub, a “Parent Party”) of each and every obligation, Liability, covenant and other agreement of any Parent Party in this Agreement (excluding the investment advisory agreements and the interim investment advisory agreements, if any, between Affiliates of the Parent Parties and the Public Funds or other Clients, as applicable, and all of the obligations of the Parent Parties thereunder), in each case as the same may be amended, restated, supplemented or otherwise modified from time to time (collectively, the “Parent Guaranteed Obligations”), in each case whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any Parent Guaranteed Obligation or operated as a discharge thereof (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything Parent Guarantor acknowledges and agrees that the Parent Guaranty constitutes a guaranty of performance and of payment when due of the Parent Guaranteed Obligations and not just of collection, and Parent Guarantor waives any right to require that any resort be had by any Person to enforce any of the contrary hereinParent Guaranteed Obligations against any Parent Party or any other Person. Without limitation of the foregoing, following Parent Guarantor hereby waives promptness, diligence, notice of the Rite Aid Closing Buyer shallacceptance of the Parent Guaranty and of the Parent Guaranteed Obligations, prior presentation, demand for payment, dishonor, protest, default notice of non-performance, notice of incurrence of any of the Parent Guaranteed Obligations, 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 effect, any right to bringing require the marshalling of assets of any Action Parent Party or any other Person interested in the Transactions, and all suretyship defenses generally. (c) Parent Guarantor agrees that the Company may, at any time and from time to time, without notice to or further consent of Parent Guarantor, extend the time of payment of any of the Parent Guaranteed Obligations, and may also make any agreement with any Parent Party for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, without in any way impairing or affecting Parent Guarantor’s obligations under this Agreement. Parent Guarantor agrees that the Parent Guaranty or the Parent Guaranteed Obligations shall not be released, discharged, in whole or in part, or otherwise affected by (i) the failure of any Person to assert any claim, make any demand, or enforce or exercise any right or remedy against any Parent Party or any other Person, whether under this Agreement or otherwise; (ii) any change in the time, place or manner of payment of any Parent Guaranteed Obligations; (iii) the addition or substitution of any Person now or hereafter liable with respect to the Seller Parent Guaranteed Obligations, to or from this Agreement; (iv) any change in the corporate existence, structure or ownership of any Parent Party; (v) any amendment or modification to, or waiver of, the terms of this Agreement; (vi) the bankruptcy, insolvency, liquidation, dissolution, winding-up of, or any similar or analogous event involving or affecting, any Parent Party; (vii) the existence of any claim, set-off or other right that Parent Guarantor may have at any time against any Parent Party or the Company, whether in connection with the Parent Guaranteed Obligations or otherwise seeking otherwise; (viii) the adequacy of any recourse with respect theretoother means Parent may have of obtaining payment or performance of the Parent Guaranteed Obligations; or (ix) any other event or condition that, use commercially reasonable efforts but for the provisions hereof, would constitute a legal or equitable discharge of the obligations of Parent Guarantor hereunder. (d) The Parent Guaranteed Obligations shall not be subject to seek resolution against Seller with respect any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, claim, recoupment or termination whatsoever by reason of invalidity, illegality or unenforceability of the Parent Guaranteed Obligations, any impossibility in the performance of the Parent Guaranteed Obligations or otherwise. (e) The Company shall not be obligated to file any claim relating to the Parent Guaranteed Obligations in the event that any Parent Party becomes subject matter giving rise to such Actiona bankruptcy, reorganization or similar proceeding, and provided the failure of the Company to so file shall not affect Parent Guarantor’s obligations hereunder. Parent Guarantor agrees that Buyer has made the Parent Guaranty shall continue to be effective or be reinstated, as the case maybe, if at any time payment or performance of any Parent Guaranteed Obligations, or any part thereof, is rescinded or must otherwise be restored upon the insolvency, bankruptcy or reorganization of any Parent Party. (f) To the fullest extent permitted by Law, Parent Guarantor hereby unconditionally and irrevocably waives, agrees not to assert or otherwise take advantage of any rights that it may now have or hereafter acquire against any Parent Party, including rights arising from the existence, payment, performance, or enforcement of Parent Guarantor’s obligations under or in respect of the Parent Guaranty, this Agreement, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against any Parent Party, whether or not such effortsclaim, remedy or right arises in equity or under Contract, statute or common law, including the right to take or receive from such Parent Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, until the full and indefeasible payment and performance in full of the Parent Guaranteed Obligations. In addition to the foregoing, Parent Guarantor subordinates all of the rights referred to in this Section 9.15(f) until the full and indefeasible payment and performance in full of the Parent Guaranteed Obligations. (g) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any such right, remedy or power hereunder or thereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Company or allowed to it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. (h) Parent Guarantor hereby represents and warrants to the Company as follows: (i) Parent waives any Guarantor is an Australian proprietary company duly formed, validly existing and all notice in good standing under the laws of the creation, renewal, extension or accrual Commonwealth of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent GuarantyAustralia. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) Guarantor has all requisite organizational power and authority to Seller shall be deemed own, lease and operate its properties and assets and to constitute notice to Parent for purposes hereof; andcarry on its business as it is now being conducted; (ii) Parent Guarantor has all necessary organizational power and authority to execute and deliver this is a guaranty of paymentAgreement, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with its obligations hereunder and to consummate the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority Transactions. The execution and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement by Parent Guarantor and the consummation by Parent Guarantor of the Transactions have been duly and validly authorized by all necessary organizational action on behalf of Parent Guarantor. This Agreement has been duly authorizedvalidly executed and delivered by Parent Guarantor and, assuming due authorization, execution and no delivery by the other action on the part of Parent is required in connection therewith; and (iii) this Agreement parties hereto, constitutes a legal, valid and binding obligation of ParentParent Guarantor, enforceable against Parent Guarantor in accordance with its terms, except as enforceability may be limited subject to the Bankruptcy and Equity Exception; (iii) None of the execution, delivery or performance of this Agreement by bankruptcyParent Guarantor, insolvencythe consummation by Parent Guarantor of the Transactions or Parent Guarantor’s compliance with any of the provisions of this Agreement applicable to it will (with or without notice or lapse of time, reorganizationor both): (A) conflict with or violate the organizational documents of Parent Guarantor; (B) conflict with or violate any Law applicable to Parent Guarantor or by which any of Parent Guarantor’s properties is bound or affected; or (C) result in any violation or breach of, moratorium constitute a default (or an event that with notice or lapse of time or both would become a default) under, impair Parent Guarantor’s rights under, alter its obligations or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation pursuant to, any Contract or permit of Parent Guarantor, except, in each case, for any such conflicts, violations, breaches, defaults or other laws affecting creditors’ rights generally occurrences that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the ability of Parent Guarantor to perform its obligations hereunder; (iv) Parent Guarantor is obtaining substantial benefits from the Transactions and its guaranty is based solely on its independent investigation of the financial condition of Parent and Merger Sub and is not relying on any information furnished by equitable principlesthe Company; (v) Parent Guarantor has the financial capacity to pay and perform its obligations under the Parent Guaranty in accordance with the terms and conditions hereof, including those limiting whether by having sufficient cash, available lines of credit or other sources of immediately available funds; and (vi) Parent Guarantor recognizes that the availability Company is relying upon the Parent Guaranty in entering into this Agreement, and further recognizes that the execution and delivery of specific performancethe Parent Guaranty is a material inducement to the Company in entering into this Agreement. (i) All notices, injunctive relief requests, claims, demands and other equitable remedies and those providing for equitable defensescommunications under the Parent Guaranty shall be delivered in accordance with Section 9.4 hereof. (j) The provisions of Section 9.9 shall apply to the Parent Guaranty as if fully set forth in this Section 9.15.

Parent Guaranty. (a) Parent herebyGuarantor hereby absolutely, unconditionally and irrevocably guarantees the timely payment when due of all obligations owing by AssetCo to the Contributor arising pursuant to this Agreement on or after the Execution Date (the “Guaranteed Obligations”), subject to the terms and conditions of this Section ‎7.07. The foregoing obligation shall constitute a guarantee of payment and not of collection. Notwithstanding anything herein to the contrary, Parent Guarantor’s liability for the Guaranteed Obligations shall be subject to the limitations set forth in Section ‎7.04. To the fullest extent permitted by law, Parent Guarantor hereby waives all surety defenses AssetCo may have against the Contributor. Further, notwithstanding any other provision contained in this Article IXSection ‎7.07, unconditionally Parent Guarantor and irrevocably guarantees (the “Parent Guaranty”) by way of Contributor intend that this guarantee be an independent obligation to Buyer the due absolute and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and unconditional guaranty, subject only to the conditions contained set forth in this Agreement (the “Seller Obligations”Section ‎7.07(b). (b) Notwithstanding anything If, for any reason whatsoever, AssetCo shall fail to pay any Guaranteed Obligation when such Guaranteed Obligation is due and owing under this Agreement (an “Overdue Obligation”), the Contributor may present a written demand to Parent Guarantor calling for Parent Guarantor’s payment of such Overdue Obligation pursuant to this Section ‎7.07 (a “Payment Demand”). Parent Guarantor’s obligation hereunder to pay any particular Overdue Obligation(s) to the contrary hereinContributor is conditioned upon Parent Guarantor’s receipt of a Payment Demand from the Contributor satisfying the following requirements: (i) such Payment Demand must identify the specific Overdue Obligation(s) covered by such demand, following the Rite Aid Closing Buyer shallspecific date(s) upon which such Overdue Obligation(s) became due and owing under this Agreement, prior and the specific provision(s) of this Agreement pursuant to bringing which such Overdue Obligation(s) became due and owing; and (ii) such Payment Demand must be delivered to Parent Guarantor in accordance with Section ‎10.03 below. After issuing a Payment Demand in accordance with the requirements specified in this Section ‎7.07(b) above, the Contributor shall not be required to issue any Action against Parent further notices or make any further demands with respect to the Seller Overdue Obligation(s) specified in that Payment Demand, and Parent Guarantor shall be required to make payment with respect to the Overdue Obligation(s) specified in that Payment Demand within five (5) Business Days after Parent Guarantor receives such demand. (c) The guaranty set forth in this Section ‎7.07 will remain in full force and effect, and will be binding upon Parent Guarantor, until all of the Guaranteed Obligations have been satisfied. (d) To the fullest extent permitted by applicable Law, the obligations of Parent Guarantor under this Section ‎7.07 shall not be otherwise affected, modified or impaired upon the happening of any event, including (a) any legal disability, incapacity or similar defense, (b) the sale or transfer of all or any portion of the assets of or equity (including limited liability company interests), whether owned directly or indirectly by Parent Guarantor or other beneficial interests, in AssetCo, (c) the merger, consolidation, restructuring, termination, dissolution, bankruptcy, insolvency or liquidation of AssetCo or Parent Guarantor, and (d) any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of Parent Guarantor from the performance or observance of any obligation, warranty or agreement contained in this Section ‎7.07. Notwithstanding anything contained in this Agreement, the guaranty provided under this Section ‎7.07 shall continue to be effective or be reinstated, as the case may be, if at any time payment of all, or any part thereof, of any payment made by AssetCo or Parent Guarantor under this Agreement is rescinded or must otherwise seeking be restored or repaid by the Contributor as a result of the bankruptcy or insolvency of AssetCo. The insolvency of AssetCo or Parent Guarantor, and any recourse bankruptcy or reorganization proceeding with respect thereto, use commercially reasonable efforts shall not affect in any way Parent Guarantor’s unconditional and absolute liability hereunder. (e) Without limiting Parent Guarantor’s own defenses and rights hereunder, Parent Guarantor reserves to seek resolution against Seller with respect itself all rights, setoffs, counterclaims and other defenses to which AssetCo is or may be entitled arising from or out of this Agreement, except for defenses (if any) based upon the bankruptcy, insolvency, dissolution or liquidation of AssetCo or any lack of power or authority of AssetCo to enter into and/or perform the Agreement. (f) Parent Guarantor hereby represents and warrants to the subject matter giving rise to such Action, and provided that Buyer has made such effortsContributor that: (i) Parent waives any Guarantor is a Delaware corporation, has been duly incorporated and all notice is validly existing and in good standing under the Laws of the creation, renewal, extension or accrual its jurisdiction of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; andincorporation; (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable Parent Guarantor has all requisite corporate power and authority to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority execute and capacity to join in deliver this Agreement and provide to perform its obligations hereunder; (iii) the guaranty execution and delivery by Parent Guarantor of this Agreement and the performance by Parent Guarantor of its obligations hereunder have been duly and validly authorized by all necessary corporate action on behalf of Parent Guarantor; (iv) this Agreement has been duly and validly executed and delivered by Parent Guarantor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Contributor, constitutes a legal, valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor in accordance with its terms, except as set forth such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in this Section 9.09; general and by general principles of equity; (iiv) the execution, delivery and performance by Parent Guarantor of this Agreement has does not require Parent Guarantor to obtain any Consent of any Governmental Entity or other Person, other than Consents that have already been duly authorizedobtained; and (vi) the execution and delivery by Parent Guarantor of this Agreement do not, and no other action on the part performance by Parent Guarantor of its obligations under this Agreement will not: (1) result in a violation or breach of any of the provisions of the Charter Documents of Parent Guarantor; (2) result in a violation or breach of, or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), any material Contract to which Parent Guarantor is required a party, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in connection therewiththe aggregate, reasonably be expected to have a material adverse effect on Parent Guarantor’s ability to perform its obligations under this Agreement; and and (iii3) this Agreement constitutes result in a valid and binding obligation violation or breach of Parent, enforceable against any provision of any Law applicable to Parent in accordance with its termsGuarantor, except as enforceability may would not reasonably be limited by bankruptcyexpected to have a material adverse effect on Parent Guarantor’s ability to perform its obligations under this Agreement. (vii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION ‎7.07‎(f), insolvencyPARENT GUARANTOR IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, reorganizationWRITTEN OR ORAL, moratorium or other laws affecting creditors’ rights generally and by equitable principlesSTATUTORY, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesEXPRESS OR IMPLIED.

Parent Guaranty. (a) Parent hereby, subject A. In consideration of the benefits inuring to the limitations Foresight Parties, including Foresight LP and the Reorganized Parent (Foresight LP and the Reorganized Parent, collectively, the “Parent Guarantor”) pursuant to this Master Agreement, the receipt and sufficiency of which is acknowledged by them without limitation to the NRP Parties to be sufficient and adequate, the Parent Guarantor hereby unconditionally guarantees the punctual performance and payment of all of the Foresight Parties’ obligations and covenants under this Master Agreement and the Consenting Counterparty Agreements, including without limitation, the payment of all Alternative Payments, including payment of the Past Due Amounts, tonnage royalty and minimum payments, property tax reimbursements, and indemnity obligations, as provided herein and therein. The Parent Guaranty set forth in this Article IXV shall remain in full force and effect beginning on the Effective Date of this Master Agreement and continuing until all obligations of the Foresight Parties under this Master Agreement and the Consenting Counterparty Agreements, unconditionally and irrevocably guarantees (any and all renewals and extensions thereof, have been fully satisfied and discharged by the “Foresight Parties or waived in writing by the NRP Parties. The provisions of this Article V shall be binding upon Parent Guaranty”) by way Guarantor and Parent Guarantor’s successors and assigns, and shall inure to the benefit of an independent obligation to Buyer the due NRP Parties and punctual performance of their successors and assigns; provided that, the obligations of Seller Parent Guarantor under this Article V may not be assigned by Parent Guarantor without the advance written consent of NRP, which consent may be withheld in NRP’s sole discretion. 2 For all purposes under this Agreement the term “trade fixture” is defined as an item of personal property that is attached or annexed to the extent Leased Premises (as defined in the respective Consenting Counterparty Agreement) by a Foresight Party for the purpose of carrying on the Consenting Counterparty’s business. or attached or annexed to be performed from or after any real estate used by a Foresight Party in operations for the closing mining of the Rite Aid Acquisition when and as coal within said Leased Premises for the same shall arise and become due and payable in accordance with purpose of carrying on the terms Foresight Party’s business, regardless of and subject the means by which the item has been attached or annexed to the conditions contained in this Agreement (real estate and without regard to the “Seller Obligations”)intent of the Foresight Party with regard to permanency or any other factor. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this B. This Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, payment and performance and not merely of collection. If for any reason whatsoever Seller shall fail Parent Guarantor hereby waives notice of acceptance of this guaranty and all other notices in connection herewith or be unable to perform or comply in connection with the Seller Obligationsliabilities, obligations and duties guaranteed hereby, including notices to it of default by any Foresight Party under this Master Agreement or under any Consenting Counterparty Agreements, and Parent will promptly Guarantor hereby waives diligence, presentment, protest, demand and suit on the part of any NRP Party in the enforcement of any liability, obligation or duty guaranteed hereby. Parent Guarantor further agrees that no NRP Party shall be required to first or concurrently enforce against any Foresight Party or any other person, any liability, obligation or duty guaranteed hereby before seeking enforcement thereof against Parent Guarantor. The liabilities or obligations of Parent Guarantor under this Article V shall not be affected by any indulgence, compromise, waiver, settlement or variation of terms which may be extended to any Foresight Party by any NRP Party, or agreed upon receipt by any Foresight Party, on the one hand, and any NRP Party, on the other hand, and shall not be affected by any permitted assignment or sublease by any Foresight Party of notice thereof from Buyer forthwith perform its interest in this Master Agreement or any Consenting Counterparty Agreement, nor shall the Seller Obligations then obligatedliabilities or obligations of Parent Guarantor hereunder be affected by the insolvency, bankruptcy (voluntary or involuntary), or reorganization of any Foresight Party, nor by the voluntary or involuntary liquidation, sale, or other disposition of all or substantially all of the assets of any Foresight Party. (c) C. The NRP Parties shall be entitled to bring any suit, action or proceeding directly against Parent Guarantor for the enforcement of any provision of this Article V, and it shall not be necessary in any such suit, action or proceeding to make any other Foresight Party a party thereto. This Parent Guaranty may not be modified or amended without the prior written consent of NRP and Parent Guarantor and any attempted modification or amendment without such consent shall be null and void. D. Each of Parent Guarantor and each Foresight Party represents that: and warrants to the NRP Parties that (i) no representations or agreements of any kind have been made to Parent has full right, authority and capacity to join Guarantor which would limit or qualify in any way the terms of this Agreement and provide the guaranty as set forth in this Section 9.09guaranty; (ii) the executionParent Guarantor has full power, delivery right and performance by Parent of authority to enter into this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewithguaranty; and (iii) the provisions of this Article V do not conflict with or result in a default under any agreement or other instrument binding upon Parent Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Parent Guarantor and no consent of any party, which consent has not been obtained, is required by Parent Guarantor, or any of them, to enter into and deliver this guaranty. E. The Parties acknowledge and agree that the terms and provisions of the Hillsboro Guaranty shall remain in full force and effect and that Parent Guarantor’s obligations thereunder shall continue in addition to Parent Guarantor’s obligations hereunder. F. If any Consenting Counterparty Agreement constitutes a valid is assigned or otherwise transferred (whether in connection with the transfer of all or substantially all of the equity or assets of any Foresight Subsidiary (as defined below)) to any other entity of which Parent Guarantor is not the ultimate parent company, including to any affiliate of the Foresight Parties that is not the ultimate parent company and binding obligation whether or not such transfer or assignment requires the consent of Parentany NRP Party pursuant to the terms of such Consenting Counterparty Agreement (such transferee, enforceable against the “Foresight Transferee”), Parent in accordance Guarantor’s obligations under this Section V. shall forever cease with its termsrespect to the specific obligations transferred to the Foresight Transferee; provided, except as enforceability however, that no Consenting Counterparty Agreement may be limited assigned or otherwise transferred (even if such assignment or transfer is permitted under the terms of the applicable Consenting Counterparty Agreement) unless the ultimate parent of the Foresight Transferee also shall agree to guaranty all obligations to the NRP Parties under such Consenting Counterparty Agreement and agree to be bound by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally all terms and by equitable principles, including those limiting the availability conditions of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.this Article V.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IX, unconditionally and irrevocably irrevocably, guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer Buyer, the due and punctual performance payment of (i) the obligations of Seller CTI and its Affiliates under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition Agreement, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement Agreement, (ii) the obligations of Charming Shoppes of Delaware, Inc. and its Affiliates under the Transition Services Agreement, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions of such agreement, and (iii) the obligations of CTI and its Affiliates (other than the Company and its Subsidiaries) as Recipients (as defined in the Assignment and Assumption) under Section 2 of the Assignment and Assumption, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this the Assignment and Assumption (the “Seller ObligationsParent Guaranteed Obligation”). (b) Notwithstanding anything This is a guaranty of payment and performance and not of collection only. If for any reason whatsoever CTI or one of its Affiliates shall fail or be unable to perform or comply with its Parent Guaranteed Obligation, Parent will promptly upon receipt of notice thereof from the Buyer, the Company or its Subsidiaries forthwith pay or cause to be paid in lawful money of the United States the unpaid Parent Guaranteed Obligation then due and payable (at the place specified and in the amounts and to the contrary hereinextent required of CTI or one of its Affiliates, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts:as applicable). (ic) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) Parent Guaranteed Obligation and notice of or proof of reliance by Buyer the Buyer, the Company or its Subsidiaries upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations ; the Parent Guaranteed Obligation shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All ; and all dealings between CTI and its Affiliates (other than the Company and its Subsidiaries), on the one hand, and Buyer and, after the Closing, the Company and Seller its Subsidiaries, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that (i) any notice provided under this Agreement to CTI or its Affiliates (including any demand for payment or notice of default or non-non payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and hereof and (ii) this is a guaranty any knowledge of payment, not merely CTI or its Affiliates shall be deemed knowledge of collectionParent for purposes hereof. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth Nothing in this Section 9.09; 15.14 shall be deemed to constitute a waiver of, or prevent Parent from asserting, any valid defense that may be asserted by CTI or one of its Affiliates. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Parent, Buyer and, after the Closing, the Company and its Subsidiaries may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against CTI, one of its Affiliates (iiother than the Company and its Subsidiaries) or any other person, and any failure by the executionBuyer, delivery and performance by the Company or its Subsidiaries to make any such demand, to pursue such other rights or remedies or to collect any payments from CTI, its Affiliates or any other person shall not relieve Parent of this Agreement has been duly authorizedany obligation or liability hereunder, and no other action on shall not impair or affect the part rights and remedies, whether express, implied or available as a matter of Parent is required in connection therewith; law, of the Buyer, the Company or its Subsidiaries against Parent. For the purposes hereof “demand” shall include the commencement and (iii) this Agreement constitutes a valid and binding obligation continuance of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.any legal proceedings. -

Parent Guaranty. (ai) Parent herebySubject to the ENLC Percentage Limit, ENLC hereby irrevocably and unconditionally guarantees, and (ii) subject to the limitations set forth in this Article IXENLK Percentage Limit, ENLK hereby irrevocably and unconditionally guarantees to Seller the prompt and irrevocably guarantees (the “Parent Guaranty”) full performance and discharge by way Buyer of an independent obligation to Buyer the due and punctual performance any of the Buyer’s monetary obligations of Seller under this Agreement to the extent to be performed from occurring at or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject prior to the conditions contained in this Agreement Closing (the “Seller Closing Guaranty”), and Parent covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Closing Obligations”); and (ii) ENLK hereby irrevocably and unconditionally guarantees Buyer’s monetary obligations with respect to the Subsequent Securities Payment (the “Post-Closing Guaranty” and, together with the Closing Guaranty, the “Parent Guaranty”), and ENLK covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Post-Closing Obligations” and, together with the Closing Obligations, the “Buyer Obligations”). No failure or delay or lack of demand, notice or diligence in exercising any right under this Parent Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right under this Parent Guaranty. The Closing Guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collection and actions may be brought hereunder against any or all of Buyer, ENLK and/or ENLC, as applicable, irrespective of whether any action is brought against the others or any of the others is joined in such action (which shall include the right to proceed, at Seller’s option, directly against ENLK and/or ENLC, as applicable). The Post-Closing Guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collection and actions may be brought hereunder against any or both of Buyer or ENLK irrespective of whether any action is brought against the other or the other is joined in such action (which shall include the right to proceed, at Seller’s option, directly against ENLK). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing The Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Actionhave been, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been been, created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this the Parent Guaranty. All dealings Guaranty and all dealing between Buyer Parent and Seller Buyer, on the one hand, and Seller, on the other hand, have been and shall likewise be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees acknowledges that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with it will receive substantial direct and indirect benefit from the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedtransactions contemplated hereby. (c) Notwithstanding the foregoing, Seller hereby covenants and agrees that Parent represents that: may assert, as a defense to such payment or performance by Buyer, or as an affirmative claim against Seller or its Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set-offs and defenses that Buyer could assert (isubject to a “final determination” (as defined in Section 9.7) Parent with respect to any Interim Indemnity Obligation) pursuant to the terms of this Agreement or pursuant to applicable Law in connection therewith (including any breach by Seller or the Company of this Agreement). (d) Each of ENLC and ENLK has full all legal right, power, authority and capacity to join in execute and deliver this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the to perform its obligations hereunder. The execution, delivery and performance by Parent each of ENLC and ENLK of this Agreement has been duly authorizedand validly authorized and approved. This Agreement has been duly executed and delivered by each of ENLC and ENLK and is a legal, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (e) Notwithstanding anything to the contrary in this Agreement or otherwise, Buyer shall be irrevocably obligated to pay to Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(d) and Section 2.3(e). Without in any way limiting the generality of the foregoing, Buyer shall be obligated to pay Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3 (d) and Section 2.3(e) notwithstanding any breach or alleged breach of this Agreement by Seller, the Company, Buyer or any other Person, except as enforceability may applicable in connection with the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”. The full amount of the Subsequent Securities Payment (for clarity, as determined after giving effect to the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”) shall be limited paid in accordance with the terms of Section 2.3(d) and Section 2.3(e) without any reduction for any reason including any claim of or reduction for set off (including any such claim arising out of a breach or alleged breach of this Agreement). (f) Buyer, ENLK and any other party obligated to pay, or liable for payment of, the Subsequent Securities Payment or any part thereof waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time all without prejudice to Seller. Seller shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of the Subsequent Securities Payment, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any Party hereunder. (g) Following the Closing and prior to the Subsequent Securities Payment being paid in full by bankruptcyBuyer, insolvency, reorganization, moratorium if Buyer or ENLK becomes subject to any bankruptcy or other laws affecting creditors’ rights generally insolvency proceeding, then in any such case the Subsequent Securities Payment shall automatically become due and payable, without any notice or any other action by equitable principlesSeller, including those limiting the availability next Business Day immediately succeeding the occurrence of specific performancesuch event. (h) Buyer and ENLK acknowledge that the Subsequent Securities Payment was a necessary component of the consideration to induce Seller to enter into this Agreement, injunctive relief and other equitable remedies and those providing for equitable defensesthat Seller would not have entered into this Agreement to sell the Securities unless Buyer had agreed to be irrevocably obligated to pay the Subsequent Securities Payment as provided in this Agreement.

Parent Guaranty. (a) To induce Purchaser to enter into this Agreement, Parent hereby(in such capacity, subject to the limitations set forth in this Article IX, unconditionally and irrevocably guarantees (the “Parent GuarantyGuarantor”) by way of an independent obligation hereby absolutely, irrevocably and unconditionally guarantees to Buyer Purchaser the due and punctual performance and discharge of the Vendor’s obligations of Seller under this Agreement Agreement, to the same extent to be performed from or after the closing of the Rite Aid Acquisition when and as on the same shall arise terms and become due and payable in accordance with the terms of conditions and subject to the conditions contained in this Agreement same defenses as apply to such obligations by Vendor (which includes, without limitation, Vendor’s obligation to pay the Termination Fee, if and when applicable) (the “Seller Guaranteed Obligations”). If any Vendor fails to discharge its Guaranteed Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any such Guaranteed Obligations or operated as a discharge thereof), Purchaser may at any time and from time to time, at Purchaser’s option, and so long as any Vendor has failed to perform any of its Guaranteed Obligations, take any and all actions available hereunder or under Law to enforce the Guarantor’s obligations hereunder in respect of such Guaranteed Obligations. In furtherance of the foregoing, the Guarantor acknowledges that Purchaser may, in its sole and absolute discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s liabilities hereunder in respect of the Guaranteed Obligations, regardless of whether action is brought against the Vendor or whether the Vendor is joined in any such action or actions. The Guarantor acknowledges and agrees that in addition to any rights of Purchaser set forth in this Section 10.13, with respect to the Vendor, Purchaser shall have the rights and remedies specified in this Agreement. The Guarantor’s liability with respect to the Guaranteed Obligations is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from this Agreement. Without limiting the foregoing, Purchaser shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that the Vendor becomes subject to any insolvency, bankruptcy, reorganization or similar proceeding, and the failure of Purchaser to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment under this Section 10.13 is rescinded or must otherwise be returned for any reason (other than in each case to the same extent and on the same terms and conditions and subject to the same defenses as apply to such obligations by the Vendor), the Guarantor shall remain liable hereunder as if such payment had not been made. This guarantee is an unconditional and continuing guarantee of payment when due and not merely of collection, and Purchaser shall not be required to proceed against the Vendor first before proceeding against the Guarantor hereunder. This guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor and its respective successors and assigns until all amounts payable by the Guarantor under this guarantee with respect to the Guaranteed Obligations have been indefeasibly paid in full. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, Guarantor hereby represents and provided that Buyer has made such effortswarrants that: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement by the Guarantor and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement; (ii) This Agreement has been duly authorizedexecuted and delivered by Guarantor and, assuming the due authorization, execution and no delivery by the other action on the part of Parent is required in connection therewith; and (iii) this Agreement parties, constitutes a legal, valid and binding obligation of ParentGuarantor, enforceable against Parent in accordance with its terms, except as to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by equitable principlesgeneral principles of equity, including those limiting regardless of whether such enforceability is considered in an Action at Law or equity; and (iii) Guarantor is not subject to or obligated under any Law, or any agreement, instrument, license, franchise or permit, or any order, writ, injunction or decree, which would be breached or violated by Guarantor’s execution, delivery or performance of this Agreement or the availability consummation of specific performancethe transactions contemplated hereby, injunctive relief and other equitable remedies and those providing for equitable defensesexcept any such breach or violation that would not impair Guarantor’s ability to comply with its obligations hereunder.

Parent Guaranty. (a) The Parent herebyhereby absolutely, subject irrevocably and unconditionally guarantees to the limitations set forth in this Article IX, unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer Seller the due and punctual payment, performance and discharge of the Buyer’s obligations of Seller under this Agreement and each of the other Transaction Documents, to the same extent to be performed from or after the closing of the Rite Aid Acquisition when and as on the same shall arise terms and become due and payable in accordance with the terms of conditions and subject to the conditions contained in this Agreement same defenses as applicable to such obligations by the Buyer (the “Seller Guaranteed Obligations”). (bi) Notwithstanding anything If the Buyer fails to discharge its Guaranteed Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the contrary hereinaccrual or collection of any such Guaranteed Obligations or operated as a discharge thereof) for any reason or no reason, following the Rite Aid Closing Seller may at any time and from time to time, at the Seller’s option, and so long as the Buyer shallhas failed to perform any of its Guaranteed Obligations, prior take any and all actions available hereunder or under Law to bringing enforce the Parent’s obligations hereunder in respect of such Guaranteed Obligations. (ii) In furtherance of the foregoing, the Parent acknowledges that the Seller may, in its sole and absolute discretion, bring and prosecute a separate Proceeding against the Parent for the full amount of the Guaranteed Obligations, regardless of whether a Proceeding is brought against the Buyer or whether the Buyer is joined in any Action against such Proceeding. The Parent acknowledges and agrees that in addition to any rights of the Seller set forth in this Section 9.14, with respect to the Buyer, the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller shall have the rights and remedies specified in this Agreement. (iii) The Parent’s liability with respect to the Guaranteed Obligations is absolute, unconditional, irrevocable and continuing irrespective of (A) any modification, amendment or waiver of or any consent to departure from this Agreement or any assignment by the Buyer of all or any portion of its rights under this Agreement in accordance with Section 9.5, (B) the absence of any Proceeding to enforce the Guaranteed Obligations, (C) the liquidation, dissolution or winding up of the Buyer, (D) the insolvency, bankruptcy, reorganization or similar proceeding of the Buyer, or (E) any other circumstance that may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Parent hereby waives promptness, diligence, presentment, demand of payment, filings of claims with any court, any right to require a proceeding first against the Buyer, protest or notice with respect to the applicable Guaranteed Obligations and all demands whatsoever, and covenants that the Parent’s obligations hereunder will not be discharged except by complete performance of the Guaranteed Obligations. In the event that any payment under this Section 9.14 is rescinded or must otherwise be returned for any reason (other than in each case to the same extent and on the same terms and conditions and subject matter giving rise to the same defenses as applicable to such Actionobligations by the Buyer), the Parent shall remain liable hereunder as if such payment had not been made. This guarantee is an unconditional and provided that Buyer has made such effortscontinuing guarantee of payment and performance when due and not merely of collection. This guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Parent and its respective successors and assigns until all amounts payable and other obligations by the Parent under this guarantee with respect to the Guaranteed Obligations have been fully performed or indefeasibly paid in full. (b) The Parent hereby represents and warrants that: (i) The Parent waives any is an entity duly organized, validly existing and all notice in good standing under the Laws of the creationState of Delaware, renewaland has all requisite corporate power to own, extension or accrual of the Seller Obligations, any defenses (other than those that may be available lease and operate its properties and to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; andcarry on its business as it is now conducted. (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) The Parent has full right, all necessary corporate power and authority to execute and capacity deliver and to join in carry out the terms of this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the Agreement. The execution, delivery and performance by the Parent of this Agreement has and the consummation of the Transactions have been duly authorized, and no other validly authorized by all requisite corporate action on the part and no other proceedings on its part are necessary to authorize the execution, delivery or performance of Parent is required in connection therewith; and this Agreement. (iii) this This Agreement has been duly executed and delivered by the Parent and, assuming the due authorization, execution and delivery by the other parties, constitutes a legal, valid and binding obligation of the Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcythe Remedies Exception. (iv) The Parent is not subject to or obligated under any Law, insolvencyContract or Order, reorganizationwhich would be breached or violated or under which there would be a conflict or default, moratorium as a result of the Parent’s execution, delivery or other laws affecting creditors’ rights generally and by equitable principlesperformance of this Agreement or the consummation of the Transactions, including those limiting except any such breach, violation, conflict or default that would not or would not reasonably be expected to materially delay or materially impact the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesParent’s ability to comply with its obligations hereunder.

Parent Guaranty. (a) Parent herebyhereby irrevocably and unconditionally agrees to guaranty to Seller, subject jointly and severally with Buyer, the performance by Buyer of its obligations under the terms of this Agreement, including but not limited to the limitations obligation to pay the Purchase Price and to repay the Intercompany Loan hereunder. In the event that all or any portion of the obligations is paid or performed by Buyer, the obligations of Parent 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 is rescinded or recovered directly or indirectly from Seller as a preference, fraudulent transfer or otherwise, and any such payment or performance that is rescinded or recovered shall also constitute obligations. (b) Seller shall not be required to give any notice to, or make any demand on, the Buyer or to proceed against the Buyer's assets prior to the performance by the Parent of its obligations under this Section 8.15. The Parent agrees that the Parent's obligations under this Section 8.15 will not be discharged except by complete performance of all obligations set forth in this Article IXAgreement. (c) Parent hereby agrees, unconditionally in furtherance of the foregoing and irrevocably guarantees (not in limitation of any other right which the “Seller may have against the Parent Guaranty”) by way virtue hereof, that upon the failure of an independent obligation Buyer to Buyer the due and punctual performance pay or perform any of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject hereunder, Parent will, upon demand, pay, perform or cause to the conditions contained in this Agreement (the “Seller Obligations”)be paid or performed all obligations then due as aforesaid. (bd) Notwithstanding anything Parent agrees that it will not exercise any rights of indemnification or subrogation which it may have under or by virtue of any contract or law against the Buyer, as a result of or in relation to the contrary hereinperformance of the obligations of the Parent hereunder, following unless and until the Rite Aid Closing Buyer shallguarantied amounts have been paid in full and all obligations have been performed in full. (e) Parent agrees to pay, prior or cause to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect theretobe paid, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Actionon demand, and provided that Buyer has made such efforts: (i) Parent waives to indemnify Seller from and against liability for, any and all notice costs and expenses (including reasonable fees and disbursements of counsel) incurred or expended by Seller in connection with the creation, renewal, extension enforcement of or accrual preservation of the Seller Obligations, any defenses (other than those that may be available to Seller rights under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedSection 8.15. (cf) Parent represents that: (i) Parent has full The rights, powers and remedies given to Seller by this Section 8.15 are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Seller by virtue of any statute or rule of law. Any forbearance or failure to exercise, and any delay by Seller in exercising, any right, authority and capacity power or remedy hereunder shall not impair any such right, power or remedy or be construed to join in this Agreement and provide be a waiver thereof, nor shall it preclude the guaranty as set forth in this Section 9.09; (ii) the executionfurther exercise of any such right, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium power or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesremedy.

Parent Guaranty. (a) The Parent herebyGuarantor, subject irrevocably, absolutely and un-conditionally guarantees as a primary obligor and not merely as surety to the limitations set forth Financing Parties the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise pursuant to the terms of each Credit Agreement), without any demand or notice whatsoever, of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (y) all other payment obligations (including, without limitation, obligations which, but for the effect of any bankruptcy, insolvency, receivership or similar proceeding, would become payable), liabilities and indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in each Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financing Documents (all such obligations under this Article IX, unconditionally and irrevocably guarantees clause (a) being herein collectively called the “Guaranteed Obligations”); The Parent Guaranty”) by way of an independent obligation to Buyer Guarantor understands, agrees and confirms that the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable Financing Parties may, in accordance with the terms of and subject Section 9, enforce this Parent Guaranty up to the conditions contained in this Agreement (full amount of the “Seller Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations”), or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of prompt payment and performance and not of collection. (b) Notwithstanding anything to Additionally, the contrary hereinParent Guarantor, following unconditionally, absolutely and irrevocably, guarantees the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives payment of any and all notice Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence in respect of the creation, renewal, extension or accrual Borrower of any of the Seller Obligationsevents specified in Section 7.1(e) (Insolvency), any defenses Section 7.1(g) (other than those that may be available to Seller under this AgreementVoluntary Insolvency Proceedings) and notice Section 7.1(h) (Involuntary Insolvency Proceedings (Borrower)) of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorizedeach Credit Agreement, and no other action on unconditionally, absolutely and irrevocably, promises to pay such Guaranteed Obligations to the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesFinancing Parties upon such occurrence.

Parent Guaranty. (a) Parent herebydoes hereby fully, subject to the limitations set forth in this Article IXabsolutely, unconditionally and irrevocably guarantees (guaranty the “Parent Guaranty”) by way of an independent obligation to Buyer the timely payment when due and punctual performance owing of the obligations of Seller Buyer (i) under this Agreement Article II hereof; (ii) under Article X hereof and (iii) under each Other Agreement, in each case, (a) including all amounts Buyer is obligated to pay hereunder or under any Other Agreements in the event Buyer fails to perform its obligations thereunder or hereunder or is otherwise liable for damages pursuant hereto or thereto and (b) to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement not paid by Buyer at such time (collectively, the “Seller Obligations”). (ba) Notwithstanding anything The obligations of Parent in this Section 11.17 are primary and not as surety only, and this guarantee constitutes a guarantee of payment when due and owing, and not merely of collection. Parent expressly waives any legal obligations, duty or necessity for the Stockholder to proceed first against Buyer or to exhaust any remedy it may have against Buyer. The obligations of Parent hereunder shall remain in full force and effect until all Obligations have been performed in full, without regard to, and shall not be released, discharged or in any way affected to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing extent permitted by applicable Law (whether or not Parent shall have any Action against Parent with respect to the Seller Obligations knowledge or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such effortsnotice thereof) by: (i) any waiver, consent, change, extension, or indulgence in respect of any Obligation; (ii) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Buyer or Parent; (iii) any assignment or other transfer of this Agreement or any Other Agreement by the Stockholder or Buyer; (iv) any lien, charge, restriction or encumbrance affecting Buyer; (v) any sale or other disposition of all or any part of the capital stock or assets of Buyer; or (vi) any payment by Buyer which is recovered by Buyer’s trustee in bankruptcy. With the exception of any change to an Obligation which was agreed to by Buyer at a time when Parent waives any (or a Parent Affiliate) owns less than fifty percent (50%) of Buyer’s outstanding capital stock, and all which has the effect of increasing the Obligation from Buyer’s perspective, Parent unconditionally waives, to the extent permitted by applicable Law, notice of the creation, renewal, extension or accrual any of the Seller matters referred to in this Section 11.17, all notices which may be required by statute, rule of law or otherwise to preserve any rights against Parent hereunder, including, without limitation, any demand, proof or notice of nonpayment of any sums payable under this Agreement or any Other Agreement (including, without limitation, any indemnity payment), any right to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Obligations, any defenses (other than those that may be available requirement of diligence and any requirement to Seller mitigate the damages resulting from a breach of or default under this Agreement) and notice Agreement or the Other Agreements by Buyer. With the exception of or proof of reliance any change to an Obligation which was agreed to by Buyer upon this at a time when Parent Guaranty (or acceptance a Parent Affiliate) owns less than fifty percent (50%) of this Parent Guaranty. The Seller Buyer’s outstanding capital stock, and which has the effect of increasing the Obligation from Buyer’s perspective, all of the Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this Parent Guaranty. All guaranty and all dealings between the Stockholder and Buyer and Seller shall likewise be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. guaranty. (b) Parent agrees that the Stockholder may at any notice provided under this Agreement (including any demand for payment time and from time to time, either before or notice of default or non-payment) to Seller shall be deemed to constitute after the due date therefor, without notice to Parent or further consent of Parent, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also make any agreement with Buyer for purposes hereof; and (ii) this is a guaranty of the extension, renewal, payment, not merely of collection. If compromise, discharge or release thereof, in whole or in part, or for any reason whatsoever Seller shall fail modification or be unable to perform waiver of the terms thereof or comply with of any agreement between the Seller ObligationsStockholder and Buyer or any such other Person, Parent will promptly upon receipt without in any way impairing or affecting the provisions of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedthis Section 11.17. (c) Parent represents that: agrees to pay on demand all reasonable fees and out-of-pocket expenses (iincluding the reasonable fees and expenses of the Stockholder’s counsel) Parent has full right, authority and capacity to join incurred by the Stockholder in this Agreement and provide the guaranty as set forth in enforcement of this Section 9.09; 11.17 against Parent. (iid) This Section 11.17 shall remain in full force and effect and be binding upon Parent and its successors and assigns until payment in full of all of the executionObligations. If any of the present or future Obligations are guaranteed by any Persons in addition to Parent, delivery and performance by the death, release or discharge, in whole or in part, or the bankruptcy, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of Parent of under this Agreement has been duly authorized, Section 11.17. (e) No failure to exercise and no other action delay in exercising, on the part of Parent is required the Stockholder, any right, remedy, power or privilege provided for in connection therewith; this Section 11.17 shall operate as a waiver thereof, nor shall any single or partial exercise by the Stockholder of any right, remedy, power or privilege hereunder preclude any other or future exercise of any such right, remedy, power or privilege. Each and (iii) every right, remedy, power and privilege granted to the Stockholder under this Agreement constitutes a valid Section 11.17 or allowed to it by applicable Law shall be cumulative and binding obligation not exhaustive of Parentany other, enforceable against Parent in accordance with its terms, except as enforceability and may be limited exercised by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesStockholder from time to time.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IXhereby absolutely, unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the Seller’s obligations of Seller under this Agreement (including under Section 1.6 and Article VII) (collectively, the “Guaranteed Obligations”) in the event that Seller does not satisfy such obligations. This guaranty is valid and in full force and effect and constitutes the valid and binding obligation of Parent, enforceable in accordance with its terms. This guaranty is an irrevocable guaranty of payment (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement (except to the extent such extension or modification affects Seller’s obligations hereunder) or any assumption without the consent of Buyer of any such Guaranteed Obligation by any other party. The obligations of Parent hereunder shall not be affected by or contingent upon (i) the liquidation or dissolution of, or the merger or consolidation of Seller with or into any Person or any sale or transfer by Seller of all or any part of its property or assets, (ii) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Seller, (iii) any modification, alteration, amendment or addition of or to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (except to the “Seller Obligations”)extent such modification, alteration, amendment or addition affects Seller’s obligations hereunder and then only to such extent) or (iv) any disability or any other defense of Seller, Parent or any other Person (with or without notice) which might otherwise constitute a legal or equitable discharge of a surety or Parent in its capacity as a guarantor hereunder. In connection with the foregoing, Parent waives all defenses and discharges it may have or otherwise be entitled to as a guarantor or surety and further waives presentment for payment or performance, notice of nonpayment or nonperformance, demand, diligence or protest. Buyer entered into this Agreement in reliance upon this Section 9.13. Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby and that the waivers and agreements by Parent set forth in this Section 9.13(a) are knowingly made in contemplation of such benefits. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, hereby represents and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents thatwarrants as follows: (i) Parent has full rightall power and authority to execute, authority deliver and capacity to join in this Agreement and provide the guaranty as set forth in perform obligations created by this Section 9.099.13; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of validly executed and delivered by Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms; (iii) all consents, except as enforceability may be limited approvals, authorizations of, or filings with, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by bankruptcyParent have been obtained or made; (iv) the execution, insolvencydelivery and performance by Parent of this Agreement does not and will not violate any applicable Law or any material contractual restriction binding on Parent or its assets; and (v) immediately following the Closing, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability Parent will have funds sufficient to satisfy all of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesits obligations hereunder.

Parent Guaranty. (a) To induce the Company, the Seller and the Trustee to enter into this Agreement, the Parent hereby, subject hereby guarantees to the limitations set forth in this Article IXCompany, the Seller and the Trustee, and their respective successors and assigns, absolutely, unconditionally and irrevocably guarantees (irrevocably, the “Parent Guaranty”) full, prompt and complete payment and performance by way the Buyer of an independent obligation to Buyer the due and punctual performance all of the payment and performance obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions Buyer contained in this Agreement (the “Seller Buyer Obligations”). (b) Notwithstanding anything to . The Parent hereby acknowledges and agrees that, without any notice to, further assent by, or loss of any right against the contrary hereinParent, following and without in any way affecting or releasing the Rite Aid Closing Buyer shallliability of the Parent hereunder, prior to bringing any Action against Parent with respect to the Seller may at any time agree with the Buyer to renew, extend, modify, compromise, settle or release any Buyer Obligations in whole or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) in part. The Parent waives any and all notice of the creation, renewal, extension extension, modification or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty Obligations or acceptance of this Parent Guarantyguarantee. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller This guarantee shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for a continuing, absolute, irrevocable and unconditional guarantee of payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, and performance and not merely of collection. If , and is in no way conditioned or contingent upon any attempt to collect from the Buyer or other party liable for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Buyer Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and enforce performance by Parent the Buyer or such other party, or on any other condition or contingency. This guarantee shall remain in full force and effect until the full satisfaction of all the Buyer Obligations. Notwithstanding the foregoing, this guarantee shall be reinstated if, at any time following the termination of this Agreement has been duly authorizedguarantee, any payment of the Buyer Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of any party liable for any of the Buyer Obligations or otherwise, and no other action is so rescinded, restored or returned, all as though such payment had not been made. No failure on the part of Parent is required the Seller or the Trustee to exercise, and no delay in connection therewith; and exercising, any rights or power (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting hereunder) shall operate as a waiver thereof or a waiver of any other rights or power and shall in any way affect or impair this guarantee, nor shall any single or partial exercise by the availability Seller or the Trustee of specific performance, injunctive relief any rights or power (including those hereunder) preclude any other further exercise thereof or exercise of any other rights or power. The Parent hereby agrees to pay any and all reasonable attorneys’ fees and any other equitable remedies expenses and those providing for equitable defensescosts incurred by the Seller or the Trustee in enforcing the Buyer Obligations or any rights under this guarantee.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IXGuarantor hereby absolutely, unconditionally and irrevocably guarantees to Purchaser the full and prompt performance by Seller of any and all obligations of Seller under this Agreement. Guarantor agrees that its obligations pursuant to this Section 7.11 shall be a continuing, absolute and unconditional guaranty of the full and prompt performance by Seller of its obligations under this Agreement and is in no way conditioned upon any requirement that Purchaser first attempt to collect any of its obligations from Seller without regard to (a) the “Parent Guaranty”validity, regularity or enforceability of this Agreement; (b) the absence of any action to enforce the same; (c) any waiver or consent by way Seller concerning any provisions hereof; (d) the rendering of an independent obligation any judgment against Seller or any action to Buyer enforce the due same; (e) any defense, set-off, counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against Purchaser; or (f) any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. Guarantor hereby guarantees that any payments Seller is obligated to make hereunder will be made to Purchaser without set-off or counterclaim. Guarantor waives diligence, presentment, protest, demand for payment and punctual performance notice of default or nonpayment to or upon Seller with respect to the obligations of Seller under this Agreement. This Section 7.11 shall continue to be effective if Seller merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. Notwithstanding anything in this Agreement to the extent to be performed from or after the closing contrary, Guarantor’s guaranty of the Rite Aid Acquisition when and as the same shall arise and become due and payable Seller’s obligations provided for in accordance with the terms of and this Section 7.11 is subject to the conditions and is limited by any limitations on Seller’s obligations contained in this Agreement (the “Seller Obligations”)Agreement. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent herebyhereby guarantees unconditionally, subject to for the limitations set forth in benefit of SpinCo, the due performance by the Company of its obligations under this Article IX, unconditionally Agreement and irrevocably guarantees the Transition Services Agreement following the Effective Time (the “Parent GuarantyGuaranteed Obligations”) by way ). If the Company fails to perform any such obligation, Parent, upon written request of an independent obligation SpinCo, shall, or shall cause the Company to, perform such obligations promptly upon receipt of such request. This guaranty shall apply regardless of any amendments, variations, alterations, waivers or extensions to Buyer the due and punctual performance of the obligations of Seller under this Agreement Agreement, except to the extent to any of the foregoing modifies the application thereof. For the avoidance of doubt, this guaranty of this Section 8.7 shall only be performed effective from or and after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Effective Time. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent hereby waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) Guaranteed Obligations and notice of or proof of reliance by Buyer SpinCo upon this Parent Guaranty Section 8.7 or acceptance of this Parent GuarantySection 8.7. The Seller Obligations Guaranteed Obligation conclusively shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this Parent Guaranty. All Section 8.7, and all dealings between Buyer SpinCo, on the one hand, and Seller the Company, on the other, likewise conclusively shall be conclusively presumed to have been had or consummated in reliance upon this Parent GuarantySection 8.7. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller When pursuing its rights and remedies hereunder against Parent, SpinCo shall be deemed under no obligation to constitute notice pursue such rights and remedies it may have against the Company or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by SpinCo to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon or to exercise any such right of offset shall not relieve Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedliability hereunder. (c) Parent represents that: (i) expressly and irrevocably waives any election of remedies by SpinCo, promptness, diligence, acceptance hereof, presentment, demand, protest and any notice of any kind not provided for herein or not required to be provided to the Company under or in connection with this Agreement, other than defenses that are available to the Company hereunder. SpinCo acknowledges and agrees that Parent has full rightshall be entitled to all rights, authority remedies and capacity to join in benefits of the Company hereunder following the Effective Time. Parent acknowledges that it will receive substantial direct and indirect benefits from the transaction contemplated by this Agreement and provide that the guaranty as waivers set forth in this Section 9.09; 8.7 are made knowingly in contemplation of such benefits. (d) Parent represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of the state of Delaware, (ii) the executionit has all requisite corporate power and authority to execute, delivery deliver and performance by Parent perform its obligations under this Agreement solely for purposes of this Section 8.7 and this Agreement has been duly authorizedexecuted and delivered by it and, assuming due authorization, execution and no delivery by the other action on the part of Parent is required in connection therewith; and (iii) this Agreement parties hereto, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, terms (except as enforceability may be limited by bankruptcy, insolvency, fraudulent -61- transfer, moratorium, reorganization, moratorium preference or other similar laws of general applicability relating to or affecting creditors’ the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law)) and (iii) the execution, delivery and performance of this Agreement does not contravene any law to which Parent is subject or result in any breach of any Contract to which Parent is a party, other than such contravention or breach that would not be material to Parent or limit its ability to carry out the terms and provisions of this Agreement solely for purposes of this Section 8.7. (e) SpinCo agrees that its rights in respect of any claim or liability under this Agreement asserted by it against Parent shall be limited solely to satisfaction out of, and enforcement against, the assets of Parent and the RemainCo Group, and SpinCo covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of Parent’s former, current or future directors, officers, agents, or stockholders or any former, current or future directors, officers, agents, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable principlesproceeding, including those limiting or by virtue of any applicable law. (f) No amendment, supplement or modification to this Section 8.7 shall be made without the availability written agreement of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesParent.

Parent Guaranty. (a) For value received, the sufficiency of which is hereby acknowledged, Parent herebydoes hereby unconditionally and absolutely guarantee, subject as a primary obligor and not merely as a surety, to the limitations Seller the full and prompt payment and performance by Cliffs Sub and each of its Affiliates of each and every covenant, agreement and obligation (including, without limitation, indemnification obligations) of Cliffs Sub and each of its Affiliates set forth in this Article IXAgreement and Related Agreements (such covenants and agreements in this Agreement and the Related Agreements, unconditionally and irrevocably guarantees (collectively, the “Parent GuarantyObligations”) by way ). This is a present and continuing guaranty of an independent obligation to Buyer the due payment and punctual performance of the obligations Cliffs Obligations and not of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)collection. (b) Notwithstanding anything Parent waives presentment, demand, notice of dishonor, protest, notice of protest, nonpayment or default to the contrary hereinCliffs Sub, following the Rite Aid Closing Buyer shallits Affiliates, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such ActionParent, and provided that Buyer has made such efforts: (i) all other notices to which Parent waives any and all notice of the creationmay otherwise be entitled, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available notices to Seller under which Cliffs Sub or its Affiliates is entitled pursuant to this Agreement) and notice of Agreement or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guarantythe Related Agreements. Parent agrees that any notice provided under this Agreement (including any demand for hereby waives all surety defenses, except indefeasible payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedand performance in full. (c) The liability of Parent represents that: hereunder shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Cliffs Sub, any of its Affiliates, or any other Person. Parent irrevocably waives any and all rights to require that an action be brought against Cliffs Sub, any of its Affiliates, or any other Person prior to action against Parent hereunder. If the Parent Obligations are partially performed through the election of the Seller to pursue any of the remedies mentioned herein or if any Parent Obligation is otherwise partially performed, Parent shall remain unconditionally and absolutely liable for the entire unperformed amount of any such Parent Obligations. (id) The obligations of Parent has full right, authority and capacity to join in under this Agreement shall remain in full force and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorizedeffect without regard to, and no other action on the part of Parent is required shall not be released, discharged or in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parentany way modified or otherwise affected by, enforceable against Parent in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium arrangement, readjustment, composition, dissolution, liquidation or similar proceeding with respect to Cliffs Sub, any of its Affiliates, or the properties or the creditors of Cliffs Sub or any of its Affiliates, or any action taken by any trustee or receiver or by any court in any such proceeding. Parent agrees to pay the Seller’s reasonable attorneys’ fees incurred in successfully enforcing its rights under the guaranty set forth in this Section 22. Parent agrees that, if at any time all or any part of the payments theretofore applied by the Seller from Cliffs Sub or any of its Affiliates, to any Parent Obligation is rescinded or the Seller is required to pay any amount thereof to any party due to the insolvency, bankruptcy, liquidation or reorganization of the Seller or the determination that such payment by the Seller is held to constitute a preference under the bankruptcy laws, such Parent Obligation and/or Parent’s liability hereunder shall, for the purposes of the guaranty set forth in this Section 22 be deemed to have been continued in existence to the extent of such payment, and the guaranty set forth in this Section 22 shall continue to be effective or reinstated, as the case may be, as though such application by the Seller had not been made and Parent agrees to pay any such amount to the Seller upon demand therefor. (e) Except for any settlement or compromise of the Parent Obligations voluntarily entered into by the Seller, this is a continuing guaranty until all Parent Obligations have been extinguished, and Parent agrees, subject to the foregoing exception, that the obligations, covenants and agreements of Parent herein shall not be discharged, affected or impaired by any act, event or condition other laws affecting creditors’ than full performance and indefeasible payment in full of the Parent Obligations. Parent expressly waives any rights generally to setoff or subrogation. The provisions of this Section 22 shall be binding upon Parent and by equitable principlesits successors and permitted assigns, including those limiting and shall inure to the availability benefit of specific performance, injunctive relief the Seller and other equitable remedies its successors and those providing for equitable defensespermitted assigns.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IX, unconditionally hereby fully and irrevocably guarantees the payment of all monetary obligations of Purchaser under this Agreement as and when due and payable by Purchaser (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”), and if Purchaser shall fail to pay any of the Obligations as and when due, Parent shall, within 10 Business Days after receipt of a written demand, immediately pay the same at the time and place and in the manner provided in this Agreement. (b) Notwithstanding anything Subject to Section 12.13(e) below, Parent’s guaranty and responsibility shall not be discharged, released, diminished, or impaired in whole or in part by any setoff, counterclaim, defense, act or occurrence which Parent may have against Sellers as a result of or arising out of this Agreement or any other transaction. (c) Subject to Section 12.13(a) above and Section 12.13(e) below, the Obligations shall not be released, discharged, diminished or impaired by (i) the renewal, extension, modification or alteration by Sellers and Purchaser, with or without the knowledge or consent of Parent, of this Agreement or of any liability or obligation of Purchaser hereunder, (ii) any forbearance or compromise granted to Purchaser by Sellers when dealing with Purchaser except to the contrary hereinextent of such forbearance or compromise, following (iii) any change in entity structure or ownership of Purchaser or the Rite Aid Closing Buyer shallbankruptcy, prior insolvency, liquidation, receivership, dissolution, winding-up or termination of Purchaser or the fact that at any time Purchaser does not exist, (iv) the inaccuracy of any of the representations and warranties of Purchaser under this Agreement, (v) any neglect, delay, omission, failure or refusal of Purchaser to bringing take or prosecute any Action action in connection with this Agreement, (vi) the full or partial release of Purchaser on any liability or obligation, except that Parent shall be released to the extent Sellers expressly release Purchaser from liability with respect to all or a portion of any such Obligations, or (vii) any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to Parent not available to Purchaser who is liable for such Obligations. (d) Parent waives notice of (i) acceptance of the guaranty contained in this Section 12.13 (the “Guaranty”) and (ii) the creation, renewal, extension, modification, alteration or existence of any liability or obligation of Purchaser constituting part of the Obligations. (e) Sellers agree that in no event shall Parent be required to pay any amount under the Guaranty except and then only to the extent that Purchaser is so obligated to pay under the terms of the Obligations, and in each case, notwithstanding any provision of this Section 12.13 to the contrary, the Obligations are subject to, and Parent reserves the right to assert, any defenses, counterclaims, and rights of set off and recoupment which Purchaser may have to payment or performance of any Obligation, other than defenses that Purchaser may possess relating to (i) lack of validity or enforceability of this Agreement against Purchaser arising from Purchaser’s defective formation or lack of qualification to do business in any applicable jurisdiction, (ii) Purchaser’s lack of authority to enter into or perform this Agreement or the due execution and delivery thereof, or (iii) the termination of existence, dissolution, liquidation, insolvency, bankruptcy, receivership, or other reorganization of Purchaser. (f) Each Seller hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, this Agreement or the transactions contemplated hereby against Parent or any former, current or future equity holder, controlling person, director, officer, employee, agent, member, manager, general or limited partner, permitted assignee or Affiliate of Parent (each a “Non-Recourse Party”, and collectively the “Non-Recourse Parties”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Sellers against Parent or any Non-Recourse Party by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise, except for (i) the Seller’s rights to recover from Parent (but not any other Person) under and to the extent provided in the Guaranty and subject to the limitations described herein (“Retained Guaranty Claims”), (ii) claims that a Seller has against Purchaser under this Agreement (subject to the terms and conditions hereof) (“Retained Purchase Agreement Claims”), and (iii) claims that a Seller has against any Non-Recourse Party under any agreement to which such Non-Recourse Party is a party or otherwise bound (“Retained Other Claims”). Recourse against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect theretoRetained Guaranty Claims, use commercially reasonable efforts subject to seek resolution the limitations and conditions set forth herein, against Seller Purchaser with respect to the subject matter giving rise Retained Purchase Agreement Claims and against any Non-Recourse Party with respect to such Action, the Retained Other Claims shall be the sole and provided that Buyer has made such efforts: (i) Parent waives any exclusive remedies of Sellers and all notice of its Affiliates against Parent and any Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including or in respect of any demand for payment representations made or notice of default or non-payment) alleged to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required made in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium the Guaranty or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesAgreement.

Parent Guaranty. (a) To induce the Company to enter into this Agreement, Parent hereby, subject hereby guarantees to the limitations set forth in this Article IXCompany and its successors and assigns, absolutely, unconditionally and irrevocably guarantees (irrevocably, the “Parent Guaranty”) full, prompt and complete payment and performance by way the Buyer of an independent obligation to Buyer the due and punctual performance all of the payment and performance obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions Buyer contained in this Agreement (the “Seller Buyer Obligations”). (b) Notwithstanding anything to the contrary herein. Parent hereby acknowledges and agrees that, following the Rite Aid Closing Buyer shallwithout any notice to, prior to bringing further assent by, or loss of any Action right against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such ActionParent, and provided that without in any way affecting or releasing the Liability of Parent hereunder, the Company may at any time agree with the Buyer has made such efforts: (i) to renew, extend, modify, compromise, settle or release any Buyer Obligations in whole or in part. Parent waives any and all notice of the creation, renewal, extension extension, modification or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty Obligations or acceptance of this Parent Guarantyguarantee. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller This guarantee shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for a continuing, absolute, irrevocable and unconditional guarantee of payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of paymentand performance, and not merely of collection. If , and is in no way conditioned or contingent upon any attempt to collect from the Buyer or other party liable for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Buyer Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and enforce performance by Parent the Buyer or such other party, or on any other condition or contingency. Notwithstanding the foregoing, this guarantee shall be reinstated if, at any time following the termination of this Agreement has been duly authorizedguarantee, any payment of the Buyer Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of any party liable for any of the Buyer Obligations or otherwise, and no other action is so rescinded, restored or returned, all as though such payment had not been made This guarantee shall remain in full force and effect until the full satisfaction of all the Buyer Obligations. No failure on the part of Parent is required the Company to exercise, and no delay in connection therewith; and exercising, any rights or power (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting hereunder) shall operate as a waiver thereof or a waiver of any other rights or power and shall in any way affect or impair this guarantee, nor shall any single or partial exercise by the availability Company of specific performance, injunctive relief any rights or power (including those hereunder) preclude any other further exercise thereof or exercise of any other rights or power. Parent hereby agrees to pay any and all reasonable attorneys’ fees and any other equitable remedies expenses and those providing for equitable defenses.costs incurred by the Seller Parties in enforcing the Buyer Obligations or any rights under this guarantee. (Signature Page Follows)

Parent Guaranty. (a) Parent herebyParent, intending to be legally bound, and for good and valuable consideration and benefit, the receipt and sufficiency of which are acknowledged by Parent, absolutely, irrevocably, and unconditionally guarantees to the Sellers the due and punctual discharge of all of Buyer’s payment obligations to the Sellers pursuant to this Agreement, in each case if, as, and when due and subject to the limitations adjustments and limitations, if any, set forth in this Article IXAgreement or the Elite Note (collectively, unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Payment Obligations”). The guaranty by Parent of the Payment Obligations pursuant to this Section 11.16 may be enforced for money damages only. In no event shall Parent’s aggregate liability under this Section 11.16 exceed the aggregate amount of the Payment Obligations. Parent waives all rights and provisions under applicable law that may require the Sellers to take only one action to collect the Payment Obligations or that may otherwise limit the remedies available to the Sellers to collect the Payment Obligations. Parent’s liability under this Section 11.16 is absolute, unconditional, irrevocable, and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from this Agreement or any agreement or instrument related to this Agreement that may be agreed to by Buyer. Without limiting the foregoing, the Sellers shall not be obligated to file any claim relating to the Payment Obligations in the event that Buyer becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of any Seller to so file shall not affect Parent’s obligations under this Section 11.16. (b) Notwithstanding anything Parent represents and warrants to the contrary hereinSellers, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice as of the creationClosing Date, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, all requisite power and authority and capacity to join in enter into this Agreement and provide consummate the guaranty as set forth in this Section 9.09; transactions contemplated hereby, (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other all corporate action on the part of Parent is required in connection therewith; necessary for the authorization, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been taken prior to the Closing, (iii) this Agreement constitutes a valid the legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its termsthe terms of this Agreement, except as enforceability may be limited by bankruptcysubject to the General Enforceability Exceptions, insolvencyand (iv) Parent’s execution, reorganizationdelivery, moratorium and performance of this Agreement and the consummation of the transactions contemplated hereby shall not (A) violate any provision of, result in the breach of, or constitute a default under, any law or any order, writ, injunction, or decree of any court, governmental agency, or arbitration tribunal, (B) constitute a violation of or a default under any material contract, commitment, indenture, lease, instrument, or other laws affecting creditors’ rights generally and agreement or any other restriction of any kind to which Parent is a party or bound, or (C) result in the creation of any encumbrance, lien, or obligation under any security agreement, indenture, mortgage, lien, or other agreement to which Parent is a party or by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenseswhich Parent’s assets are bound.

Parent Guaranty. (a) In order to induce Purchaser to execute this Agreement, Parent hereby, subject to the limitations set forth in this Article IX, hereby unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under to close the transactions contemplated by this Agreement (the "Guaranty"). Parent shall cause Seller to the extent close such transactions immediately on demand from Purchaser if Seller has failed to do so following satisfaction of all of Seller's conditions to closing pursuant to Section 9.2 hereof or, if applicable shall pay any amounts payable under Section 12.2 in connection with Seller's failure to close. This Guaranty shall be performed from or after the closing a continuing and irrevocable guaranty of the Rite Aid Acquisition when and as the same shall arise and become due and payable performance in accordance with the terms of this Agreement, and subject Parent shall remain liable on its obligations hereunder from the date hereof through the Closing or payment of the amounts payable under Section 12.2, if applicable, at which time the Guaranty shall be void and of no further force and effect. Except as expressly provided in this Section 7.12, following the Closing, Purchaser's sole recourse for any obligation of Seller or Parent with respect to any matters arising out of or relating to the conditions contained in transactions contemplated by this Agreement (shall be the “Seller Obligations”)set-off right as set forth in Section 2.2. (b) Notwithstanding anything Parent hereby waives all defenses to the contrary hereinany action or proceeding to enforce this Guaranty, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, except any defenses available to Seller (other than those that may be available bankruptcy), including but not limited to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents thatfollowing: (i) Parent has full right, authority all rights and capacity benefits under any applicable law purporting to join reduce a guarantor's obligations in this Agreement and provide proportion to the guaranty as set forth obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in this Section 9.09other respects more burdensome than that of the principal; (ii) any right to assert against Purchaser any defense (legal or equitable), set-off, counterclaim and other right that the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no may now or any time hereafter have against Seller or any other action on the part of Parent is required in connection therewithobligor; and (iii) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Agreement constitutes a valid guaranty, and binding obligation all other notices of Parentany kind. This Guaranty shall not be limited, enforceable lessened or released, nor shall this performance guarantee be discharged, by the recovery of any judgment against Parent Seller or any other Person (except to the extent of any monies recovered). The rights and remedies of Purchaser under this Guaranty are in accordance with its terms, except as enforceability addition to and not in substitution for any other rights or remedies which Purchaser may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenseshave at any time against Seller respecting this Agreement.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IX, hereby unconditionally and irrevocably guarantees (to the “Parent Guaranty”) by way of an independent obligation to Buyer Company and the Sellers the due and punctual payment and performance by Buyer (and any permitted assignees thereof) of the Buyer’s obligations of Seller and performance under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Guaranteed Obligations”). (b) Notwithstanding anything , including to pay the Closing Cash Consideration and Closing Stock Consideration pursuant to Article II of this Agreement and the Buyer Termination Fee pursuant to Section 8.2 of this Agreement, subject to the contrary hereinterms and conditions hereof. The foregoing sentence is an absolute, following unconditional and continuing guaranty of the Rite Aid Closing full and punctual discharge and performance of the Guaranteed Obligations. Should Buyer shalldefault in the discharge or performance of all or any portion of the Guaranteed Obligations, prior to bringing any Action against the obligations of Parent with respect hereunder shall become immediately due and, if applicable, payable. Parent represents and warrants to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents thatCompany as follows: (i) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has full right, the requisite organizational power and authority to execute and capacity to join in deliver this Agreement and provide to perform its obligations hereunder, except where the guaranty as set forth in this Section 9.09failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby; (ii) the execution, delivery and performance by Parent of this Agreement by Parent has been duly authorizedauthorized by all necessary organizational action, and no other action proceedings or actions on the part of Parent is required in connection therewithare necessary therefor; and (iii) this Agreement constitutes a the legal, valid and binding obligation of Parent, and is enforceable against Parent in accordance with its terms, except as enforceability may be limited by subject to Laws of general application relating to public policy, bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally insolvency and by equitable principles, including those limiting the availability relief of debtors and rules of Law governing specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses(iv) assuming the truth and accuracy of the Company’s representations and warranties in Section 3.5 and the Sellers’ representations and warranties in Section 4.3, the execution, delivery or performance by Parent of this Agreement will not contravene, conflict with or result in a violation of any Laws to which Parent is subject or bound, and there is no action, suit, claim or legal, administrative or arbitral proceeding pending or, to its knowledge, threatened by or against it with respect to any of the transactions contemplated by this Section 10.21.

Parent Guaranty. (a) To induce the Seller to enter into this Agreement, Parent hereby, subject to the limitations set forth in this Article IXabsolutely, unconditionally and irrevocably guarantees to Seller (the “Parent Guaranty”) by way of an independent obligation to Buyer ), on the due terms and conditions set forth herein the due, full and punctual (i) payment of any amount payable by Buyer or any amount due hereunder; and (ii) performance of the obligations all of Seller under this Agreement Buyer’s obligation pursuant to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Guaranteed Obligations”). (b) Notwithstanding anything to . All payments hereunder shall be made in lawful money of the contrary hereinUnited States, following the Rite Aid Closing Buyer shallin immediately available funds. The Guaranty is one of payment, prior to bringing any Action not collection and Parent acknowledges that a separate action or actions may be brought and prosecuted against Parent with respect to for the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice full amount of the creationGuaranteed Obligations to enforce this Guaranty, renewal, extension irrespective of whether any action is brought against Buyer or accrual of the Seller Obligations, whether Buyer is joined in any defenses (other than those that may be available to Seller under this Agreement) and notice of such action or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guarantyactions. Parent agrees that any notice provided under this Agreement (including any demand for payment the Guaranteed Obligations hereunder shall not be released or notice of default discharged, in whole or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of paymentin part, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents thatotherwise affected by: (i) Parent has full right, authority and capacity the failure or delay of Seller to join in this Agreement and provide the guaranty as set forth in this Section 9.09assert any claim or demand or to enforce any right or remedy against Buyer; (ii) the executionaddition, delivery and performance by Parent substitution or release of this Agreement has been duly authorized, and no other action on any Person now or hereafter liable with respect to the part of Parent is required in connection therewithGuaranteed Obligations; and (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer; or (iv) the adequacy of any other means Seller may have of obtaining payment of the Guaranteed Obligations. To the fullest extent permitted by applicable Law, Parent hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by Seller. Parent hereby waives presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations and all other notices of any kind (other than notices expressly required to be provided to Buyer pursuant to this Agreement constitutes a valid and binding obligation of ParentSection 11(q)), enforceable against Parent in accordance with its terms, except as enforceability all defenses which may be limited available by bankruptcy, insolvency, reorganizationvirtue of any stay, moratorium law or other laws affecting creditors’ rights generally similar law now or hereafter in effect, any right to require the marshaling of assets of Buyer, and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesall suretyship defenses generally.

Parent Guaranty. (a) Parent herebyIn consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to Article III, Article XIV and subsection (d) below, the limitations set forth in this Article IX, Parent Guarantor hereby irrevocably and unconditionally and irrevocably guarantees (the “"Parent Guaranty”" and, together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") by way to each holder of an independent obligation a Development Companies Guaranty and to Buyer the due Trustee and punctual performance its successors and assigns, irrespective of the validity and enforceability of the Development Companies Guaranty or the obligations of Seller any of the Development Companies under this Agreement the Development Companies Guaranty, that all obligations of each of the Development Companies to the extent to Holders or the Trustee under the Guaranty will be performed from promptly paid in full or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable performed, all in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Development Companies Guaranty. (b) Notwithstanding anything The Parent Guarantor hereby agrees that its obligations with regard to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty shall be unconditional, irrespective of the validity, regularity or acceptance enforceability of the Development Companies Guaranty or this Parent Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Development Company, any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of any Development Company under the Development Companies Guaranty. The Seller Obligations shall conclusively be deemed to have been createdParent Guarantor hereby waives diligence, contracted or incurredpresentment, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Development Company, any right to require a proceeding first against any Development Company or right to require the prior disposition of the assets of any Development Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not merely be discharged except by complete performance of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt obligations of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedDevelopment Companies under the Development Companies Guaranty. (c) If any Holder or the Trustee is required by any court or otherwise to return to any Development Company, or any Custodian, Trustee, or similar official acting in relation to such Development Company, any amount paid by such Development Company to the Trustee or such Holder, this Parent represents Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until the principal of, premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in full. The Parent Guarantor further agrees that: , as between such Development Company, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in section 7.2 for the purposes of this Parent has full rightGuaranty, authority notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Development Company of the obligations guaranteed hereby, and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) in the executionevent of any declaration of acceleration of those obligations as provided in section 7.2, delivery those obligations (whether or not due and performance payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Agreement has been duly authorizedParent Guaranty. (d) It is the intention of the Parent Guarantor and the Development Companies that the obligations of the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Parent Guaranty would be annulled, avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the Parent Guarantor under the Parent Guaranty shall be reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; PROVIDED, HOWEVER, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and no other action on the part effective times of Parent is reductions, if any, required in connection therewith; and (iii) by this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent paragraph shall be determined in accordance with its termsapplicable law. (e) The Parent Guarantor shall be subrogated to all rights of the Holders against the Development Companies under the Development Companies Guaranty in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, except as enforceability may however, that the Parent Guarantor shall not be limited by bankruptcyentitled to enforce or to receive any payments arising out of, insolvencyor based upon, reorganizationsuch right of subrogation until the principal of, moratorium or other laws affecting creditors’ rights generally premium, if any, and by equitable principles, interest (including those limiting Contingent Payments to the availability of specific performance, injunctive relief extent due and other equitable remedies and those providing for equitable defensespayable hereunder) on all Securities issued hereunder shall have been paid in full.

Parent Guaranty. (ai) Parent herebySubject to the ENLC Percentage Limit, ENLC hereby irrevocably and unconditionally guarantees, and (ii) subject to the limitations set forth in this Article IXENLK Percentage Limit, ENLK hereby irrevocably and unconditionally guarantees to Seller and irrevocably guarantees (the “Parent Guaranty”) Members the prompt and full performance and discharge by way Buyer of an independent obligation to Buyer the due and punctual performance any of the Buyer’s monetary obligations of Seller under this Agreement to the extent to be performed from occurring at or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject prior to the conditions contained in this Agreement Closing (the “Seller Closing Guaranty”), and Parent covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Closing Obligations”); and (ii) ENLK hereby irrevocably and unconditionally guarantees Buyer’s monetary obligations with respect to the Subsequent Securities Payment (the “Post-Closing Guaranty” and, together with the Closing Guaranty, the “Parent Guaranty”), and ENLK covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Post-Closing Obligations” and, together with the Closing Obligations, the “Buyer Obligations”). No failure or delay or lack of demand, notice or diligence in exercising any right under this Parent Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right under this Parent Guaranty. The Closing Guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collection and actions may be brought hereunder against any or all of Buyer, ENLK and/or ENLC, as applicable, irrespective of whether any action is brought against the others or any of the others is joined in such action (which shall include the right to proceed, at Seller’s or any Member’s option, directly against ENLK and/or ENLC, as applicable). The Post-Closing Guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collection and actions may be brought hereunder against any or both of Buyer or ENLK irrespective of whether any action is brought against the other or the other is joined in such action (which shall include the right to proceed, at Seller’s or any Member’s option, directly against ENLK). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing The Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Actionhave been, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been been, created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this the Parent Guaranty. All dealings Guaranty and all dealing between Buyer Parent and Buyer, on the one hand, and Seller and the Members, on the other hand, have been and shall likewise be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees acknowledges that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with it will receive substantial direct and indirect benefit from the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedtransactions contemplated hereby. (c) Notwithstanding the foregoing, Seller and the Members hereby covenant and agree that Parent represents that: may assert, as a defense to such payment or performance by Buyer, or as an affirmative claim against Seller, the Members or their respective Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set-offs and defenses that Buyer could assert (isubject to a “final determination” (as defined in Section 9.7) Parent with respect to any Interim Indemnity Obligation) pursuant to the terms of this Agreement or pursuant to applicable Law in connection therewith (including any breach by Seller, the Members or the Company of this Agreement). (d) Each of ENLC and ENLK has full all legal right, power, authority and capacity to join in execute and deliver this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the to perform its obligations hereunder. The execution, delivery and performance by Parent each of ENLC and ENLK of this Agreement has been duly authorizedand validly authorized and approved. This Agreement has been duly executed and delivered by each of ENLC and ENLK and is a legal, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (e) Notwithstanding anything to the contrary in this Agreement or otherwise, Buyer shall be irrevocably obligated to pay to Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(e) and Section 2.3(f). Without in any way limiting the generality of the foregoing, Buyer shall be obligated to pay Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(e) and Section 2.3(f) notwithstanding any breach or alleged breach of this Agreement by Seller, any Member, the Company, Buyer or any other Person, except as enforceability may applicable in connection with the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”. The full amount of the Subsequent Securities Payment (for clarity, as determined after giving effect to the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”) shall be limited paid in accordance with the terms of Section 2.3(e) and Section 2.3(f) without any reduction for any reason including any claim of or reduction for set off (including any such claim arising out of a breach or alleged breach of this Agreement). (f) Buyer, ENLK and any other party obligated to pay, or liable for payment of, the Subsequent Securities Payment or any part thereof waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time all without prejudice to Seller. Seller shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of the Subsequent Securities Payment, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any Party hereunder. (g) Following the Closing and prior to the Subsequent Securities Payment being paid in full by bankruptcyBuyer, insolvency, reorganization, moratorium if Buyer or ENLK becomes subject to any bankruptcy or other laws affecting creditors’ rights generally insolvency proceeding, then in any such case the Subsequent Securities Payment shall automatically become due and payable, without any notice or any other action by equitable principlesSeller, including those limiting the availability next Business Day immediately succeeding the occurrence of specific performancesuch event. (h) Buyer and ENLK acknowledge that the Subsequent Securities Payment was a necessary component of the consideration to induce Seller and the Members to enter into this Agreement, injunctive relief and other equitable remedies that Seller and those providing for equitable defensesthe Members would not have entered into this Agreement to sell the Securities unless Buyer had agreed to be irrevocably obligated to pay the Subsequent Securities Payment as provided in this Agreement.

Parent Guaranty. (a) Parent hereby, subject Subject to the limitations terms and conditions set forth in this Article IXSection 9.12, the Parent (i) hereby unconditionally guarantees the due and irrevocably guarantees punctual payment and performance of all of the Seller’s indemnification obligations under Section 8 of this Agreement or the Related Documents (taking into consideration, if and to the extent applicable, the Tipping Basket) and (ii) covenants to procure and cause the Seller to take such actions that may be necessary or useful to support and duly complete the performance of the Seller’s obligations under this Agreement through the Closing (the “Parent Guaranty”). This Parent Guaranty is an irrevocable guaranty of payment and performance (and not just of collection) by way and shall continue in effect notwithstanding any extension or modification of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary hereinAgreement, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations assumption of any such guaranteed obligations by any other party or any other act or event that might otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice operate as a legal or equitable discharge of the creation, renewal, extension Parent. The Parent hereby waives all its rights to subrogation arising out of any payment or accrual of performance by the Seller Obligations, any defenses (other than those that may be available to Seller Parent under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed Parent hereby waives all its rights to have been created, contracted subrogation arising out of any payment or incurred, or renewed, extended, amended or waived, in reliance upon performance by the Parent under this Parent Guaranty. All dealings between Buyer and Seller The obligations of the Parent hereunder shall be conclusively presumed absolute and unconditional, and shall not be affected by or contingent upon (a) the liquidation or dissolution of, or the merger or consolidation of the Seller with or into any corporation, or any sale or transfer by the Seller or all or any part of its property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting the Seller, or (c) any modification, alteration, amendment or addition of or to have been had the Agreement. The Parent hereby waives all suretyship defenses and protest, notice of protest, demand for performance or consummated in reliance upon this diligence which the Parent Guarantymay otherwise assert against the Purchaser. This Parent agrees that Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any notice provided time payment or performance of any of the obligations of the Seller under this Agreement (including is rescinded or must otherwise be restored or returned by the Purchaser upon the insolvency, bankruptcy or reorganization of the Seller or otherwise. The Parent acknowledges that each of the waivers set forth in this Parent Guaranty is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any demand for payment of said waivers is determined to be contrary to any applicable law or notice of default or non-payment) to Seller public policy, such waivers shall be deemed effective only to constitute notice the extent permitted by law. Nothing in this Section 9.12 shall modify the survival periods applicable to Parent for purposes hereof; and (ii) this is a guaranty matters set forth in Section 8 of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide any of the guaranty limitations set forth in Section 8 of this Agreement, or the maximum liability of the Seller as set forth in this Section 9.09; (ii) the executionAgreement, delivery and performance by Parent all of this Agreement has been duly authorizedwhich also shall apply to, and no other action on similarly limit, the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses’s obligations.

Parent Guaranty. (a) Parent herebyGuarantor hereby absolutely, unconditionally and irrevocably guarantees the timely payment when due of all obligations owing by AssetCo to the Contributor arising pursuant to this Agreement on or after the Execution Date (the “Guaranteed Obligations”), subject to the terms and conditions of this Section 7.07. The foregoing obligation shall constitute a guarantee of payment and not of collection. Notwithstanding anything herein to the contrary, Parent Guarantor’s liability for the Guaranteed Obligations shall be subject to the limitations set forth in Section 7.04. To the fullest extent permitted by law, Parent Guarantor hereby waives all surety defenses AssetCo may have against the Contributor. Further, notwithstanding any other provision contained in this Article IXSection 7.07, unconditionally Parent Guarantor and irrevocably guarantees (the “Parent Guaranty”) by way of Contributor intend that this guarantee be an independent obligation to Buyer the due absolute and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and unconditional guaranty, subject only to the conditions contained set forth in this Agreement (the “Seller Obligations”Section 7.07(b). (b) Notwithstanding anything If, for any reason whatsoever, AssetCo shall fail to pay any Guaranteed Obligation when such Guaranteed Obligation is due and owing under this Agreement (an “Overdue Obligation”), the Contributor may present a written demand to Parent Guarantor calling for Parent Guarantor’s payment of such Overdue Obligation pursuant to this Section 7.07 (a “Payment Demand”). Parent Guarantor’s obligation hereunder to pay any particular Overdue Obligation(s) to the contrary hereinContributor is conditioned upon Parent Guarantor’s receipt of a Payment Demand from the Contributor satisfying the following requirements: (i) such Payment Demand must identify the specific Overdue Obligation(s) covered by such demand, following the Rite Aid Closing Buyer shallspecific date(s) upon which such Overdue Obligation(s) became due and owing under this Agreement, prior and the specific provision(s) of this Agreement pursuant to bringing which such Overdue Obligation(s) became due and owing; and (ii) such Payment Demand must be delivered to Parent Guarantor in accordance with Section 11.03 below. After issuing a Payment Demand in accordance with the requirements specified in this Section 7.07(b) above, the Contributor shall not be required to issue any Action against Parent further notices or make any further demands with respect to the Seller Overdue Obligation(s) specified in that Payment Demand, and Parent Guarantor shall be required to make payment with respect to the Overdue Obligation(s) specified in that Payment Demand within five (5) Business Days after Parent Guarantor receives such demand. (c) The guaranty set forth in this Section 7.07 will remain in full force and effect, and will be binding upon Parent Guarantor, until all of the Guaranteed Obligations have been satisfied. (d) To the fullest extent permitted by applicable Law, the obligations of Parent Guarantor under this Section 7.07 shall not be otherwise affected, modified or impaired upon the happening of any event, including (a) any legal disability, incapacity or similar defense, (b) the sale or transfer of all or any portion of the assets of or equity (including limited liability company interests), whether owned directly or indirectly by Parent Guarantor or other beneficial interests, in AssetCo, (c) the merger, consolidation, restructuring, termination, dissolution, bankruptcy, insolvency or liquidation of AssetCo or Parent Guarantor, and (d) any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of Parent Guarantor from the performance or observance of any obligation, warranty or agreement contained in this Section 7.07. Notwithstanding anything contained in this Agreement, the guaranty provided under this Section 7.07 shall continue to be effective or be reinstated, as the case may be, if at any time payment of all, or any part thereof, of any payment made by AssetCo or Parent Guarantor under this Agreement is rescinded or must otherwise seeking be restored or repaid by the Contributor as a result of the bankruptcy or insolvency of AssetCo. The insolvency of AssetCo or Parent Guarantor, and any recourse bankruptcy or reorganization proceeding with respect thereto, use commercially reasonable efforts shall not affect in any way Parent Guarantor’s unconditional and absolute liability hereunder. (e) Without limiting Parent Guarantor’s own defenses and rights hereunder, Parent Guarantor reserves to seek resolution against Seller with respect itself all rights, setoffs, counterclaims and other defenses to which AssetCo is or may be entitled arising from or out of this Agreement, except for defenses (if any) based upon the bankruptcy, insolvency, dissolution or liquidation of AssetCo or any lack of power or authority of AssetCo to enter into and/or perform the Agreement. (f) Parent Guarantor hereby represents and warrants to the subject matter giving rise to such Action, and provided that Buyer has made such effortsContributor that: (i) Parent waives any Guarantor is a Delaware corporation, has been duly incorporated and all notice is validly existing and in good standing under the Laws of the creation, renewal, extension or accrual its jurisdiction of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; andincorporation; (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable Parent Guarantor has all requisite corporate power and authority to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority execute and capacity to join in deliver this Agreement and provide to perform its obligations hereunder; (iii) the guaranty execution and delivery by Parent Guarantor of this Agreement and the performance by Parent Guarantor of its obligations hereunder have been duly and validly authorized by all necessary corporate action on behalf of Parent Guarantor; (iv) this Agreement has been duly and validly executed and delivered by Parent Guarantor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Contributor, constitutes a legal, valid and binding obligation of Parent Guarantor, enforceable against Parent Guarantor in accordance with its terms, except as set forth such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in this Section 9.09; general and by general principles of equity; (iiv) the execution, delivery and performance by Parent Guarantor of this Agreement has does not require Parent Guarantor to obtain any Consent of any Governmental Entity or other Person, other than Consents that have already been duly authorizedobtained; and (vi) the execution and delivery by Parent Guarantor of this Agreement do not, and no other action on the part performance by Parent Guarantor of its obligations under this Agreement will not: (1) result in a violation or breach of any of the provisions of the Charter Documents of Parent Guarantor; (2) result in a violation or breach of, or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), any material Contract to which Parent Guarantor is required a party, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in connection therewiththe aggregate, reasonably be expected to have a material adverse effect on Parent Guarantor’s ability to perform its obligations under this Agreement; and and (iii3) this Agreement constitutes result in a valid and binding obligation violation or breach of Parent, enforceable against any provision of any Law applicable to Parent in accordance with its termsGuarantor, except as enforceability may would not reasonably be limited by bankruptcyexpected to have a material adverse effect on Parent Guarantor’s ability to perform its obligations under this Agreement. (vii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7.07(f), insolvencyPARENT GUARANTOR IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, reorganizationWRITTEN OR ORAL, moratorium or other laws affecting creditors’ rights generally and by equitable principlesSTATUTORY, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesEXPRESS OR IMPLIED.

Parent Guaranty. (a) Parent herebyhereby irrevocably and unconditionally guarantees to the Buyer Indemnified Parties the due and punctual payment and performance of Seller’s indemnification obligations under this Agreement (collectively, the “Guaranteed Obligations”); provided that no Buyer Indemnified Party shall seek or be entitled to any recourse under the guarantee set forth in this Section 10.14 (the “Guaranty”) unless and until the applicable Buyer Indemnified Parties shall have made a claim and demand for payment from Seller and Seller has not, within five Business Days, made payment in full of, or performed in full, such Guaranteed Obligations (in each case, a “Default”). This Guaranty is, subject to the limitations set forth in this Article IXoccurrence of a Default, unconditionally an absolute, unconditional and irrevocably guarantees (continuing guarantee of the “Parent Guaranty”) by way of an independent obligation to Buyer the due full and punctual payment and performance by Seller of the Guaranteed Obligations and not of collection. Upon the occurrence of a Default, the obligations of Seller under this Agreement Parent hereunder with respect to the underlying matter of such Default shall become immediately due and payable to the applicable Buyer Indemnified Party; provided that, to the extent Parent is called upon to be performed from or after the closing satisfy any Guaranteed Obligation on behalf of Seller, Parent shall have all of the Rite Aid Acquisition when rights and defenses that Seller would have had Seller performed such obligation directly. Claims under this Guaranty may be made on one or more occasions. No failure on the part of any Buyer Indemnified Party to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 10.14 shall operate as the same a waiver thereof, nor shall arise and become due and payable in accordance with the terms any single or partial exercise by any Buyer Indemnified Party of and subject any right, remedy or power pursuant to the conditions contained in this Agreement (the “Seller Obligations”)Section 10.14 preclude any other or future exercise of any right, remedy or power pursuant to this Section 10.14. (b) Notwithstanding anything Parent hereby represents and warrants and covenants to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, corporate or other organizational (as applicable) power and authority to execute and capacity to join in deliver this Agreement and provide the guaranty as set forth in this Section 9.09; to perform its obligations hereunder, (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, executed and no other action on the part of delivered by Parent is required in connection therewith; and (iii) assuming the due authorization, execution and delivery by the other Parties hereto of this Agreement, this Agreement constitutes a valid and legally binding obligation of Parent, enforceable against Parent it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting for the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesEnforceability Exceptions.

Parent Guaranty. (a) Parent herebyThe Guarantor hereby irrevocably, subject absolutely and unconditionally guarantees to the limitations set forth in this Article IXSellers as the primary obligor and not as a mere surety, unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance payment of the obligations of Seller Purchase Price pursuant to Section 2.3 and any Purchase Price Adjustment pursuant to Section 2.9 (with all costs and expenses incurred by Sellers or the Sellers' Representative in connection with enforcing their rights under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (Section 11.18, collectively, the “Seller Guaranteed Obligations”). . The Guarantor’s obligations and liabilities hereunder shall be limited to payment obligations only, and the Guarantor shall have no obligation to perform (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent other than with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (ipayment) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable Buyer fails to pay, observe, perform or comply with discharge the Seller ObligationsGuaranteed Obligations when due, Parent will promptly the Guarantor shall promptly, upon receipt of notice thereof from the Sellers' Representative, pay, observe, perform or discharge such Guaranteed Obligations, as directed by the Sellers' Representative, as if such payment, observance, performance or discharge constituted the direct and primary obligation of the Guarantor. The Guarantor shall make all payments that are due to the Sellers hereunder, as applicable, by wire transfer of immediately available funds to the Paying Agent who shall then distribute such amounts to the Sellers in accordance with this Agreement. (b) The Guarantor hereby agrees that the Guarantor’s obligations under this Section 11.18 are a continuing guarantee and that the validity of this Section 11.18 and the obligations of the Guarantor hereunder will not be released, discharged, terminated, affected, diminished or impaired, in whole or in part, by reason of: (i) any insolvency, bankruptcy, reorganization or similar proceeding affecting Buyer; (ii) any change in the organization, existence, structure or ownership of Buyer forthwith perform (including any liquidation, winding up or dissolution thereof); (iii) the Seller adequacy of any other means the Sellers may have of obtaining satisfaction of any of the Guaranteed Obligations; or (iv) any change in the time, place or manner or payment of any of the Guaranteed Obligations then obligatedor any rescission, waiver, compromise, consolidation or other amendment, modification or assignment of any of the terms or provisions of this Agreement. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defense arising by reason of any Law that would otherwise require any election of remedies by Sellers. The Guarantor hereby waives promptness, diligence, notice of the acceptance of the Guarantor’s guarantee under this Section 11.18 and of the Guaranteed Obligations, presentment, demand for payment, notice of nonperformance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (except for notices to be provided to Buyer in accordance with this Agreement), any right to require the marshalling of assets of Buyer, all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect and all suretyship defenses generally. The Guarantor acknowledges that the Guarantor will receive substantial direct and indirect economic and other benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 11.18 are knowingly made in contemplation of such benefits. The Guarantor agrees that this Section 11.18 will continue to be effective or will be reinstated, as the case may be, if at any time payment, or any part thereof, by Buyer is rescinded or must otherwise be restored by the Sellers upon the bankruptcy of Buyer or otherwise. (c) Parent The Guarantor represents thatand warrants to the Sellers as follows: (i) Parent it is duly organized and validly existing under the laws of its jurisdiction of organization, it has full rightall requisite power and authority to execute, authority deliver and capacity to join in perform this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) Agreement, the execution, delivery and performance by Parent of this Agreement has have been duly authorizedand validly authorized by all necessary action, and do not contravene any provision of the Guarantor’s organizational documents, any contract to which it is a party or any applicable Law or contractual restriction binding on the Guarantor or its assets; (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action on the part of Parent by, and no notice to or filing with, any Governmental Authority is required in connection therewithwith the execution, delivery or performance of this Agreement; and (iii) this Agreement constitutes a legal, valid and binding obligation of Parent, the Guarantor enforceable against Parent the Guarantor in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other laws Laws affecting creditors’ rights generally and by equitable principlesremedies generally, and subject, as to enforceability, to general principles of equity, including those limiting the availability principles of specific performancecommercial reasonableness, injunctive relief good faith and other equitable remedies and those providing for equitable defensesfair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity).

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IX, hereby unconditionally and irrevocably guarantees (Guarantees, as primary obligor and not merely as surety, the “Parent Guaranty”) complete and timely performance by way Seller of an independent its obligations under this Agreement, including, but not limited to, the complete and timely performance by Seller of its obligation to Buyer the due and punctual performance make payments in respect of the obligations of Seller under this Agreement Purchased Receivables pursuant to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Guaranteed Obligations”). . Parent hereby acknowledges and agrees that Purchaser may proceed directly against the Parent in the event of nonperformance by Seller, for any reason, of the Guaranteed Obligations. Parent hereby waives any circumstance which might constitute a legal or equitable discharge of a surety or guarantor, including, but not limited to: (a) notice of acceptance of this guaranty; (b) Notwithstanding anything presentment and demand concerning the liabilities of CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Parent; (c) notice of any dishonor or default by, or disputes with, Purchaser; and (d) any right to the contrary hereinrequire that any action or proceeding be brought against Seller or any other Person, following the Rite Aid Closing Buyer shallor to require that Purchaser seek enforcement of any performance against Seller or any other Person, prior to bringing any Action action against Parent with respect to under the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice terms of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IXGuarantor hereby absolutely, unconditionally and irrevocably guarantees (to Purchaser the “Parent Guaranty”) full and prompt performance by way Seller of an independent obligation any and all obligations of Seller under this Agreement. Guarantor agrees that its obligations pursuant to Buyer this Section 7.17 shall be a continuing, absolute and unconditional guaranty of the due full and punctual performance by Seller of its obligations under this Agreement and is in no way conditioned upon any requirement that Purchaser first attempt to collect any of its obligations from Seller without regard to (a) the validity, regularity or enforceability of this Agreement; (b) the absence of any action to enforce the same; (c) any waiver or consent by Seller concerning any provisions hereof; (d) the rendering of any judgment against Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against Purchaser; or (f) any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. Guarantor hereby guarantees that any payments Seller is obligated to make hereunder will be made to Purchaser without set-off or counterclaim. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller with respect to the obligations of Seller under this Agreement. This Section 7.17 shall continue to be effective if Seller merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. Notwithstanding anything in this Agreement to the extent to be performed from or after the closing contrary, Guarantor’s guaranty of the Rite Aid Acquisition when and as the same shall arise and become due and payable Seller’s obligations provided for in accordance with the terms of and this Section 7.17 is subject to the conditions and is limited by any limitations on Seller’s obligations contained in this Agreement (the “Seller Obligations”)Agreement. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Buyer Parent herebyhereby guarantees, subject for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by Buyer Parent, the full and faithful performance by Buyer of Buyer’s obligations pursuant to this Agreement and the limitations set forth in this Article IX, unconditionally and irrevocably guarantees Buyer Ancillary Agreements (the “Guaranteed Obligations”). It is understood and agreed by Buyer Parent Guaranty”) by way that its obligations pursuant to this Section 12.14 constitute a guaranty of an independent obligation to Buyer the due payment and punctual performance of the obligations of Seller under this Agreement to Guaranteed Obligations and, subject the extent to be performed from or after the closing of the Rite Aid Acquisition when rights and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller bankruptcy) of Buyer under this Agreement) , may be enforced directly against Buyer Parent as a primary obligation of Buyer Parent, and notice that any waiver by the Seller of any of the terms, provisions or proof of reliance by Buyer upon this Parent Guaranty or acceptance conditions of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted Agreement or incurredany amendment or modification of this Agreement, or renewedthe granting of indulgences or extension of time to Buyer, extendedmay be made and done from time to time without notice to Buyer Parent, amended or waived, in reliance upon this Parent Guaranty. All dealings between and Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided Parent’s obligations under this Agreement (including Section 12.14 will continue subject to such waiver, amendment or modification, indulgence or extension of time. Buyer Parent’s obligations pursuant to this Section 12.14 shall survive for so long as the Guaranteed Obligations survive and shall survive any demand for payment proceeding, voluntary or notice involuntary, involving the bankruptcy, insolvency, receivership, reorganization or arrangement of default Buyer or non-payment) Buyer Parent. Buyer Parent represents and warrants to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: that (i) Buyer Parent has full rightcorporate power, legal capacity and authority to execute and capacity to join in deliver this Agreement and provide the guaranty as set forth in this Section 9.09to perform its obligations hereunder; (ii) the execution, delivery and performance by Buyer Parent of its obligations under this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewithvalidly authorized by all necessary corporate action; and (iii) this Agreement has been duly executed and delivered by Buyer Parent and constitutes a (assuming the valid authorization, execution and delivery of this Agreement by Seller) the legal, valid and binding obligation of Buyer Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or other laws affecting creditors’ rights generally and by equitable to general equity principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IX, unconditionally hereby fully and irrevocably guarantees to the Seller Parties and their respective successors and assigns the prompt payment and performance of all obligations of the Buyer arising under this Agreement or the Ancillary Documents (collectively, the “Guaranteed Obligations”), in full and when due, in accordance with their terms (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to Parent hereby further agrees that if any of the contrary hereinGuaranteed Obligations requiring payment or performance are not paid or performed in full when due, following Parent will promptly, but not later than five Business Days of receipt of demand, pay or perform the Rite Aid Closing same without any demand or notice. The Seller may enforce Parent’s obligations under this Section 10.21 without first suing the Buyer shallor joining the Buyer in any suit against Parent, prior to bringing or enforcing any Action rights and remedies against Parent the Buyer or otherwise pursuing or asserting any claims or rights against the Buyer or any other Person or any of its or their property which may also be liable with respect to the Seller matters for which Parent is liable under this Section 10.21. The Guaranty is a full, unconditional, irrevocable, absolute and continuing guarantee of payment and performance and not a guarantee of collection, and Parent shall remain liable on the Guaranteed Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect hereunder until the Guaranteed Obligations have been satisfied in full. Parent hereby represents and warrants to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents thatParties as follows: (i) Parent has full right, authority is receiving fair consideration and capacity to join in reasonably equivalent value for its execution of this Agreement and provide the guaranty as set forth in this Section 9.09Agreement; (ii) Parent is not now insolvent, nor will the execution, delivery and performance by Parent execution of this Agreement has been duly authorized, and no other action on render Parent insolvent; (iii) the part execution of this Agreement will not leave Parent with unreasonably small capital or assets in order to conduct the business of Parent as it is required in connection therewithcurrently conducted; (iv) the obligations incurred under the Guaranty have not been incurred with the intent to hinder, delay, or defraud present or future creditors; and (v) the execution of this Agreement is not intended or believed by Parent to be an incurrence of an obligation or debt of Parent beyond Parent’s ability to pay such obligation or debt as it becomes due. The provision of the Guaranty by Parent is a necessary condition to induce the Seller to enter into this Agreement and entry into this Agreement by the Seller is of substantial economic benefit to the Buyer and, therefore, beneficial to Parent. 77 Nothing in the foregoing clauses (a), (b) and (c) shall limit the ability of Parent to assert any and all defenses, counterclaims or offsets that the Buyer may have to payment or performance of the Guaranteed Obligations, other than defenses that the Buyer may possess relating to (i) lack of validity or enforceability of this Agreement against the Buyer arising from the Buyer’s defective organization or lack of qualification to do business in any applicable jurisdiction, (ii) the Buyer’s lack of limited liability company authority to enter into or perform this Agreement or the due execution and delivery thereof, or (iii) this Agreement constitutes a valid and binding obligation the termination of Parentexistence, enforceable against Parent in accordance with its termsdissolution, except as enforceability may be limited by bankruptcyliquidation, insolvency, reorganizationbankruptcy, moratorium receivership, or other laws affecting creditors’ rights generally and by equitable principles, including those limiting reorganization of the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesBuyer.

Parent Guaranty. (a) Parent hereby, subject to the limitations set forth in this Article IXGuarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as surety, the full and prompt payment and performance when due of any and all obligations of Parent and the Surviving Corporation in Section 3.1 (Calculation and Payment of Merger Consideration), Section 3.2 (Post-Closing Adjustments), Section 3.5 (Contingent Payment), Section 10.1 (Tax Matters), Section 11.2 (Effect of Termination) and ARTICLE XII (Indemnification) (collectively, the “Parent GuarantyGuaranteed Obligations”) by way of an independent obligation to Buyer ). Guarantor guarantees that the due Guaranteed Obligations will be paid and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable strictly in accordance with the terms of this Agreement. The guaranty provided under this Section 13.18 shall be a guaranty of full and subject prompt payment and not of collection. A separate Proceeding may be brought against Guarantor to enforce this Agreement, whether or not any Proceeding is brought against Parent or whether or not Parent or the conditions contained Surviving Corporation is joined in any such Proceeding. Guarantor agrees and acknowledges that no release or extinguishment of Parent’s or the Surviving Corporation’s obligations (other than in accordance with the terms hereof), whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity or enforceability of the guaranty provided under this Agreement (Section 13.18 or any provision requiring or contemplating performance by Guarantor. Guarantor understands that the “Seller Obligations”)Company is relying on the guaranty provided under this Section 13.18 in entering into this Agreement. (b) Notwithstanding anything to the contrary hereinGuarantor hereby unconditionally and irrevocably waives promptness, following the Rite Aid Closing Buyer shalldiligence, prior to bringing notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any Action against Parent other notice with respect to any of the Seller Guaranteed Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect and this Agreement. (c) Guarantor represents and warrants to the subject matter giving rise to such Action, and provided that Buyer has made such effortsCompany as follows: (i) Parent waives any Guarantor is a corporation duly formed, validly existing and all notice in good standing under the Laws of the creationState of Delaware. Guarantor has the necessary corporate power and authority to execute, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller deliver and perform its obligations under this Agreement) . The execution, delivery and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance performance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to Agreement by Guarantor have been createdduly authorized by all necessary corporate action, contracted and no other corporate proceedings on the part of Guarantor are necessary to authorize this Agreement or incurredto execute, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer deliver and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided perform its obligations under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; andAgreement. (ii) this is This Agreement has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes a guaranty valid and legally binding obligation of paymentGuarantor, not merely of collection. If for any reason whatsoever Seller shall fail or be unable enforceable against it in accordance with its terms and conditions, subject to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedBankruptcy and Equity Exceptions. (ciii) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the The execution, delivery and performance by Parent Guarantor of this Agreement has been duly authorizedwill not (a) conflict with or violate any Law or Order to which Guarantor is subject, and no (b) conflict with or violate any provision of the Organizational Documents of Guarantor, or (c) conflict with, result in a breach of or constitute a default under (with or without notice or lapse of time or both), result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice or consent under, or result in the imposition of any Lien (other action than Permitted Liens) upon any of the assets under, any material Contract of Guarantor, except to the extent any such conflict, violation, breach or default as would not reasonably be expected to have a material adverse impact on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance Guarantor’s ability to comply with its termsobligations hereunder. Guarantor does not need to give any notice to, except as enforceability may be limited by bankruptcymake any filing with or obtain any authorization, insolvency, reorganization, moratorium consent or approval of any Governmental Authority or other laws affecting creditors’ rights generally and by equitable principlesPerson in order for Guarantor to execute, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesdeliver or perform this Agreement.

Parent Guaranty. (a) Parent herebyIn consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to Article III, Article XIV and subsection (d) below, the limitations set forth in this Article IX, Parent Guarantor hereby irrevocably and unconditionally and irrevocably guarantees (the “"Parent Guaranty”" and, together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") by way to each holder of an independent obligation a Development Companies Guaranty and to Buyer the due Trustee and punctual performance its successors and assigns, irrespective of the validity and enforceability of the Development Companies Guaranty or the obligations of Seller any of the Development Companies under this Agreement the Development Companies Guaranty, that all obligations of each of the Development Companies to the extent to Holders or the Trustee under the Guaranty will be performed from promptly paid in full or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable performed, all in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Development Companies Guaranty. (b) Notwithstanding anything The Parent Guarantor hereby agrees that its obligations with regard to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty shall be unconditional, irrespective of the validity, regularity or acceptance enforceability of the Development Companies Guaranty or this Parent Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Development Company, any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of any Development Company under the Development Companies Guaranty. The Seller Obligations shall conclusively be deemed to have been createdParent Guarantor hereby waives diligence, contracted or incurredpresentment, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Development Company, any right to require a proceeding first against any Development Company or right to require the prior disposition of the assets of any Development Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not merely be discharged except by complete performance of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt obligations of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedDevelopment Companies under the Development Companies Guaranty. (c) If any Holder or the Trustee is required by any court or otherwise to return to any Development Company, or any Custodian, Trustee, or similar official acting in relation to such Development Company, any amount paid by such Development Company to the Trustee or such Holder, this Parent represents Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until the principal of, premium, if any, and interest (including Contingent Payments to the extent due and payable hereunder) on all Securities issued hereunder shall have been paid in full. The Parent Guarantor further agrees that: , as between such Development Company, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in section 7.2 for the purposes of this Parent has full rightGuaranty, authority notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Development Company of the obligations guaranteed hereby, and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) in the executionevent of any declaration of acceleration of those obligations as provided in section 7.2, delivery those obligations (whether or not due and performance payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Agreement has been duly authorizedParent Guaranty. (d) It is the intention of the Parent Guarantor and the Development Companies that the obligations of the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Parent Guaranty would be annulled, avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the Parent Guarantor under the Parent Guaranty shall be reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and no other action on the part effective times of Parent is reductions, if any, required in connection therewith; and (iii) by this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent paragraph shall be determined in accordance with its termsapplicable law. (e) The Parent Guarantor shall be subrogated to all rights of the Holders against the Development Companies under the Development Companies Guaranty in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, except as enforceability may however, that the Parent Guarantor shall not be limited by bankruptcyentitled to enforce or to receive any payments arising out of, insolvencyor based upon, reorganizationsuch right of subrogation until the principal of, moratorium or other laws affecting creditors’ rights generally premium, if any, and by equitable principles, interest (including those limiting Contingent Payments to the availability of specific performance, injunctive relief extent due and other equitable remedies and those providing for equitable defensespayable hereunder) on all Securities issued hereunder shall have been paid in full.

Parent Guaranty. (a) Parent herebyhereby absolutely and unconditionally guarantees, subject 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 the Obligations, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Agent and any Lender in connection with the collection or enforcement thereof, and whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against Parent or any Borrower under the Bankruptcy 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 limitations set forth in this Article IXrights of creditors generally (collectively, unconditionally “Debtor Relief Laws”), and irrevocably guarantees including interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Agent’s and the Lenders’ 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 Parent and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. The guaranty under this §7.1 (this “Guaranty”) shall not be affected by way the genuineness, validity, regularity or enforceability of an independent obligation 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 Buyer the due and punctual performance of Guaranteed Obligations which might otherwise constitute a defense to the obligations of Seller Parent under this Agreement Guaranty, and Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to the extent to be performed from any or after the closing all of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)foregoing. (b) Notwithstanding anything Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Parent is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the contrary herein, following income or profits of the Rite Aid Closing Buyer shall, prior to bringing Agent or any Action against Lender) is imposed upon Parent with respect to any amount payable by it hereunder, Parent will pay to such Person, on the Seller Obligations date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Person to receive the same net amount which such Person would have received on such due date had no such obligation been imposed upon Parent. Parent will deliver promptly, upon written demand, to the Agent and the Lenders certificates or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Parent hereunder. The obligations of Parent under this paragraph shall survive the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice payment in full of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance termination of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedCredit Agreement. (c) Parent represents thatconsents and agrees that the Agent and the Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale thereof as the Lender in its sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, Parent consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of Parent under this Guaranty or which, but for this provision, might operate as a discharge of Parent. (d) Parent waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any Borrower; (b) any defense based on any claim that Parent’s obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting Parent’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, in each case, of any kind or nature whatsoever with respect to Parent’s payment and performance of the Guarantied Obligations. Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. (e) The obligations of Parent hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the obligations of any other guarantor, and a separate action may be brought against Parent to enforce this Guaranty whether or not any Borrower or any other person or entity is joined as a party. (f) Parent shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any commitments of the Agent and the Lenders or facilities provided by the Agent and the Lenders with respect to the Guaranteed Obligations are terminated. If any amounts are paid to Parent in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Agent and the Lenders and shall forthwith be paid to the Agent, for the benefit of itself and the Lenders, to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. (g) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and all commitments of the Agent and the Lenders or facilities provided by the Agent and the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or Parent is made, or the Agent or any Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Parent under this paragraph shall survive termination of this Guaranty. (h) Parent hereby subordinates the payment of all obligations and indebtedness of the Borrowers owing to Parent, whether now existing or hereafter arising, including but not limited to any obligation of the Borrowers to Parent as subrogee of the Agent or any Lender or resulting from Parent’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Agent so requests, any such obligation or indebtedness of the Borrowers to Parent shall be enforced and performance received by Parent as trustee for the Agent and the Lenders and the proceeds thereof shall be paid over to the Agent, for the benefit of itself and the Lenders, on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of Parent under this Guaranty. (i) In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against Parent has full rightor any Borrower under any Debtor Relief Laws, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the executionor otherwise, delivery and performance all such amounts shall nonetheless be payable by Parent of this Agreement has been duly authorized, and no other action on immediately upon demand by the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesAgent.

Parent Guaranty. To induce Seller to enter into this Agreement, the undersigned sole stockholder of Buyer (athe “Guarantor”) Parent hereby, subject to the limitations set forth in this Article IX, hereby unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation ), as a principal and not as a surety, to Buyer the due Seller and punctual its successors and assigns all payment and performance of the obligations of Buyer arising hereunder and shall indemnify Seller for any costs and expenses (including attorneys’ fees and expenses) incurred by Seller in enforcing this Guaranty. This Guaranty shall be a continuing guarantee and shall be a guarantee of payment and performance and not merely collection. Suit may be brought or demand may be made against Buyer or Guarantor, or against any one or more of them, separately or together, without impairing the rights or remedies of Seller. Seller shall not be required to make any demand upon Buyer, or to pursue or exhaust all of Seller’s rights or remedies against Buyer, prior to making any demand on or invoking any of Seller’s rights and remedies against the Guarantor. Guarantor hereby agrees that neither Seller’s rights or remedies nor Guarantor’s obligations under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration. Seller may, at any time and subject from time to time, without the conditions contained in consent of, or notice to, Guarantor, and without discharging Guarantor from its obligation hereunder: (a) amend, modify, alter or supplement this Agreement (the “Seller Obligations”). Agreement; (b) Notwithstanding anything exercise, or refrain from exercising, any rights against Buyer, Guarantor or any other person; and (c) take collateral to secure the payment and performance obligations of Buyer and Guarantor. Guarantor agrees that Seller shall not be required to provide Buyer with any notice pursuant to this Guaranty and that no failure to give any such notice shall discharge or diminish the liability which Guarantor would have had under this Guaranty if such notice had been given. This Guaranty is binding not only on Guarantor, but also on Guarantor’s heirs, successors and assigns. RADNET, INC. By: /s/ Xxxxxx X. Xxxxxx, M.D. Xxxxxx X. Xxxxxx, M.D., President All references to Sections and Articles in this Appendix A shall be references to the contrary hereinSections and Articles set forth in that certain Stock Purchase Agreement, following the Rite Aid Closing Buyer shalldated November 7, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto2011, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, by and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed Seller, to have been had or consummated in reliance upon which this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this Appendix A is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedattached and into which it is incorporated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent herebyBy joining in the execution of this Agreement, subject to SFX Entertainment, Inc. (d/b/a Live Nation) (“Guarantor”), the limitations set forth in this Article IXparent entity of Seller, irrevocable and unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due full, complete and punctual timely performance by Seller of the any and all obligations of Seller under this Agreement to Agreement. This guaranty shall remain in full force and effect so long as Seller shall have any obligations or liabilities hereunder. This guaranty shall be deemed a continuing guaranty and the extent waivers of Guarantor herein shall remain in full force and effect until the satisfaction in full of all of Seller’s obligations hereunder. If any default shall occur by Seller in its performance or satisfaction of any of its obligations hereunder, then Guarantor will itself perform or satisfy, or cause to be performed or satisfied, such obligations immediately upon notice from Buyer specifying in summary form the default. This guaranty is an absolute, unconditional and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law. Guarantor agrees that its obligations hereunder shall not be contingent upon the exercise or after enforcement by Buyer of whatever remedies it may have against Seller. To the closing maximum extent permitted by law, Guarantor hereby waives: (i) notice of acceptance hereof; (ii) notice of any adverse change in the Rite Aid Acquisition when financial condition of Seller or of any other fact that might increase Guarantor’s risk hereunder; (iii) presentment, protest, demand, action or delinquency in respect of any of Seller’s obligations hereunder and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)iv) all suretyship defenses. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the If Guarantor should hereafter request that Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, be released from its remaining obligations and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller liabilities under this Agreement) and notice of , then Buyer will agree to so release Seller conditioned upon Guarantor executing such instruments or proof of reliance agreements as may be reasonably required by Buyer upon this Parent Guaranty or acceptance to evidence and confirm that Guarantor will thereafter be the direct obligor of this Parent Guaranty. The Seller Obligations shall conclusively be deemed all of Seller’s obligations hereunder to have the same extent and in the same manner as if Guarantor had been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedhereunder. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent herebyIn consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to subsection (d) below, the limitations set forth in this Article IX, Parent Guarantor hereby irrevocably and unconditionally and irrevocably guarantees (the “"Parent Guaranty”" and, together with the Guaranty of the Parent Guarantor, the "Parent Guaranties") by way to the Lender and its successors and assigns, irrespective of an independent obligation to Buyer the due validity and punctual performance enforceability of the Subsidiary Guaranty or the obligations of Seller any of the Subsidiaries under this Agreement the Subsidiary Guaranty, that all obligations of each of the Subsidiaries to the extent to Lender under the Subsidiary Guaranty will be performed from promptly paid in full or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable performed, all in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Subsidiary Guaranty. (b) Notwithstanding anything The Parent Guarantor hereby agrees that its obligations with regard to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty shall be unconditional, irrespective of the validity, regularity or acceptance enforceability of the Subsidiary Guaranty or this Parent Agreement, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against any Subsidiary, any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of any Subsidiary under the Subsidiary Guaranty. The Seller Obligations shall conclusively be deemed to have been createdParent Guarantor hereby waives diligence, contracted or incurredpresentment, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Subsidiary, any right to require a proceeding first against any Subsidiary or right to require the prior disposition of the assets of any Subsidiary to meet its obligations, protest, notice and all demands whatsoever and covenants that this Parent Guaranty will not merely be discharged except by complete performance of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt obligations of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedSubsidiaries under the Subsidiary Guaranty. (c) If the Lender is required by any court or otherwise to return to any Subsidiary, or any Custodian or similar official acting in relation to such Subsidiary, any amount paid by such Subsidiary to the Lender, this Parent represents Guaranty, to the extent 72 78 theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Lender in respect of any obligations guaranteed hereby until all the Revolving Obligations shall have been paid in full and the Revolving Loan Commitment shall have been terminated. The Parent Guarantor further agrees that: , as between such Subsidiary, on the one hand, and the Lender, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.2 for the purposes of this Parent has full rightGuaranty, authority notwithstanding any stay, injunction or other prohibition preventing such acceleration as to any Subsidiary of the obligations guaranteed hereby, and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) in the executionevent of any declaration of acceleration of those obligations as provided in Section 6.2, delivery those obligations (whether or not due and performance payable) will forthwith become due and payable by the Parent Guarantor for the purpose of this Agreement has been duly authorizedParent Guaranty. (d) It is the intention of the Parent Guarantor and the Subsidiaries that the obligations of the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Parent Guaranty would be annulled, avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that the Parent Guaranty was made without fair consideration and, immediately after giving effect thereto, or at the time that any demand is made thereupon, the Parent Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the Parent Guarantor under the Parent Guaranty shall be reduced by such an amount, if any, that would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and no other action on the part effective times of Parent is reductions, if any, required in connection therewith; and (iii) by this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent paragraph shall be determined in accordance with its termsapplicable law. (e) The Parent Guarantor shall be subrogated to all rights of the Lender against the Subsidiaries under the Subsidiary Guaranty in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of the Parent Guaranty; provided, except as enforceability may however, that the Parent Guarantor shall not be limited by bankruptcyentitled to enforce or to receive any payments arising out of, insolvencyor based upon, reorganization, moratorium or other laws affecting creditors’ rights generally such right of subrogation until all the Revolving Obligations shall have been paid in full and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesRevolving Loan Commitment shall have been terminated.

Parent Guaranty. (a) Parent hereby, subject hereby guarantees to Seller the limitations set forth in this Article IX, unconditionally full and irrevocably guarantees (the “Parent Guaranty”) timely performance by way Recipient of an independent obligation to Buyer the due and punctual performance all of the duties and obligations of Seller Recipient under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when (such duties and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (obligations, the “Seller Guaranteed Obligations”). . The obligations of Parent under this ‎Section 9.15 shall constitute a present and continuing guarantee of payment and performance and not merely of collectability. Parent agrees that the Guaranteed Obligations will not be discharged, except by complete performance or payment of such Guaranteed Obligations and will not be discharged, affected, or impaired in any way, or subject to any defense, set-off, deduction, or counterclaim whatsoever, by reason of (bi) Notwithstanding anything any failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Recipient; (ii) any change in the contrary hereintime (including any extension of the time), following place, or manner of payment or performance of any of the Rite Aid Closing Buyer shallGuaranteed Obligations or any amendment or modification to, prior to bringing or waiver under, this Agreement or any Action other agreement evidencing, securing, or otherwise executed in connection with any of the Guaranteed Obligations; (iii) any discharge of any obligation of Recipient arising out of any bankruptcy, reorganization, or similar proceeding for relief of debtors under any Law hereafter initiated by or against Recipient or Recipient’s Affiliates (collectively, “Recipient Bankruptcy Proceedings”); (iv) any change in the corporate existence, structure, or ownership of Recipient, Parent, or any other Person interested in the transactions contemplated by this Agreement; or (v) the adequacy of any other means Seller may have of obtaining payment or performance of any of the Guaranteed Obligations. Parent further agrees that its liability under this Section 9.15 with respect to the Guaranteed Obligations is absolute and unconditional and shall be enforceable against Parent to the same extent as if Parent were the primary obligor (and not merely a surety) under this Agreement. If at any time payment under this Agreement is rescinded or must be otherwise restored or returned by Seller Obligations in connection with Recipient Bankruptcy Proceedings or otherwise seeking any recourse with respect theretootherwise, use commercially reasonable efforts to seek resolution against Seller Parent’s obligations hereunder with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller payment shall be conclusively presumed to have reinstated upon such restoration or return being made by Seller, all as though such payment had not been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedmade. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Buyer Parent hereby, subject to hereby unconditionally guarantees the limitations due and punctual payment and performance of all of Buyer's obligations set forth in this Agreement. This guaranty is an irrevocable guaranty of payment (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any such guaranteed obligation by any other party or any other act or event that might otherwise operate as a legal or equitable discharge of Buyer Parent under this Article IXX. This guarantee is in no way conditioned upon any requirement that BMR first attempts to collect or enforce any guaranteed obligation from or against Buyer. So long as any obligation of Buyer to BMR under this Agreement remains unpaid or undischarged, unconditionally Buyer Parent hereby waives (but only with respect to BMR and irrevocably guarantees not as to any other parties) all rights to subrogation arising out of any payment by Buyer Parent under this Article X. The obligations of Buyer Parent hereunder shall be absolute and unconditional irrespective of the validity, legality or enforceability of this Agreement or any other document related hereto, and shall not be affected by or contingent upon (a) the “liquidation or dissolution of, or the merger or consolidation of Buyer with or into any corporation, or any sale or transfer by Buyer of all or part of its property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Buyer, (c) any modification, alteration, amendment or addition of or to this Agreement, or (d) any disability or any other defense of Buyer or any other person and any other circumstance whatsoever (with or without notice to or knowledge of Buyer Parent) which may or might in any manner or to any extent vary the risks of Buyer Parent Guaranty”) or might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise. Buyer Parent hereby waives all special suretyship defenses and protest, notice of protest, demand for performance, diligence, notice of any other action at any time taken or omitted by way BMR and, generally, all demands and notices of an independent obligation every kind in connection with this Article X and Buyer's obligations hereby guaranteed, and which Buyer Parent may otherwise assert against BMR. This Article X shall continue to Buyer be effective or shall be reinstated, as the due and punctual case may be, if at any time payment or performance of any of the obligations of Seller Buyer under this Agreement is rescinded or must otherwise be restored or returned by BMR upon the insolvency, bankruptcy or reorganization of Buyer or otherwise. Buyer Parent acknowledges that each of the waivers set forth above is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any of said waivers is determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)permitted by law. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. To induce Seller to enter into this Agreement and any Transaction Document to which Seller is a party, and consummate the transactions contemplated hereunder and thereunder, if Purchaser for any reason fails to perform any of its obligations under and in accordance with the terms hereof, including, without limitation, the timely payment of amounts as and when due to Seller under Article 2 or this Article 10 (acollectively, the “Guarantied Obligations”), and such failure has continued for at least three (3) business days following delivery by or on behalf of Seller or any Seller Indemnified Person to Purchaser of a written demand for payment or other performance, Parent, as the current beneficial owner of all of the equity interests of Purchaser, hereby otherwise unconditionally, irrevocably and absolutely guaranties, as primary obligor and not merely as surety, to Seller and all Seller Indemnified Persons, upon delivery of written demand to Parent herebyat the address set forth on the signature page hereto, subject to the limitations prompt, full and complete performance and payment of all Guarantied Obligations. Parent agrees that its obligations under this Section 10.10 are irrevocable, absolute, independent and unconditional (other than such conditions as are expressly set forth in this Article IX, unconditionally 10) and irrevocably guarantees (the “Parent Guaranty”) shall not be affected by way any circumstance which constitutes a legal or equitable discharge of an independent obligation to Buyer the due and punctual a guarantor or surety other than performance or indefeasible payment in full of the obligations of Seller under this Agreement to the extent to be performed from or after the closing Guarantied Obligations. In furtherance of the Rite Aid Acquisition when foregoing and without limiting the generality thereof, Parent agrees as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such effortsfollows: (a) (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this guaranty is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority performance and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09payment when due; (ii) Seller and the executionSeller Indemnified Persons may, delivery from time to time, with reasonable notice to Parent but without affecting the enforceability of this guaranty or giving rise to any limitation, impairment or discharge of Parent’s liability hereunder, (A) extend or otherwise change the time, place, manner or terms of performance or payment of the Guarantied Obligations, (B) settle, compromise, release or discharge the Guarantied Obligations, or (C) exercise any other rights available to Seller or the Seller Indemnified Persons under this Agreement and any Transaction Document to which Seller is a party, at law or equity; (iii) this guaranty and the obligations of Parent hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason other than performance and indefeasible payment in full of the Guarantied Obligations as required under this Section 10.10; (iv) Parent hereby waives, for the benefit of Seller and all Seller Indemnified Persons, (A) any right to require Seller or any Seller Indemnified Persons, as a condition of payment or performance by Parent of this guaranty, to (1) proceed against Purchaser or any other Person (other than the demand for payment specifically referenced in this first sentence of this Section 10.10), or (2) pursue any other remedy in the power of Seller or any Seller Indemnified Persons whatsoever, (B) any defense arising by reason of the cessation of liability of Purchaser from any cause other than as expressly provided under this Agreement has been duly authorizedor any Transaction Document to which Seller is a party, or performance or indefeasible payment in full of the Guarantied Obligations, and no (C) notices (other than written demands for payment hereunder), action or inaction, notices of default, notices of extension or modification of the Guarantied Obligations or any agreement related thereto, or any right to consent to any of the foregoing; (b) Parent agrees to pay, or cause to be paid, on demand, and to save Seller and each of the Seller Indemnified Persons harmless against liability for, any and all costs and expenses (including reasonable documented out-of-pocket fees and expense of counsel) incurred or expended by any of them in connection with the enforcement of or preservation of any rights under this guaranty; (c) the rights, powers and remedies given to Seller and the Seller Indemnified Persons under this guaranty are cumulative and shall be in addition to and independent of any and all rights, powers and remedies available under this Agreement and any Transaction Document to which Seller is a party, at law or in equity; (d) in the event that all or any portion of the Guarantied Obligations are performed paid by Purchaser, the obligations of Parent under this Section 10.10 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 Parent is required in connection therewithsuch payment(s) are rescinded or recovered directly or indirectly from Seller or any of the Seller Indemnified Persons as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes hereunder; and and (iiie) this guaranty is a continuing guaranty and shall be binding upon Parent and its successors and assigns. Notwithstanding the foregoing, in no event shall Parent be required to make payment on any Guarantied Obligation while such Guarantied Obligation is subject to the dispute resolution procedures of this Agreement constitutes a valid and binding obligation unless Purchaser is otherwise legally obligated to pay such amount to Seller or any Seller Indemnified Person prior to the resolution of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensessuch dispute.

Parent Guaranty. (a) If any Parent herebyGuaranty Event occurs, subject to the limitations set forth Company will cause (x) each of the then Parent Entities, within 45 days of the occurrence thereof, and (y) each Person that becomes a Parent Entity thereafter, promptly, to: (1) execute a guaranty agreement substantially in this Article IX, unconditionally and irrevocably guarantees the form of Exhibit PG (the a “Parent Guaranty”); and (2) deliver the following to each holder of a Note: (i) an executed counterpart of such Parent Guaranty; (ii) all documents as may be reasonably requested by way of an independent obligation the Required Holders to Buyer evidence the due organization, continuing existence and, where applicable, good standing of such Parent Entity and punctual performance the due authorization by all requisite action on the part of such Parent Entity of the execution and delivery of such Parent Guaranty and the performance by such Parent Entity of its obligations under the Parent Guaranty; and (iii) if requested by the Required Holders, an opinion of Seller under this Agreement counsel reasonably satisfactory to the extent Required Holders covering such matters relating to be performed from or after the closing of the Rite Aid Acquisition when such Parent Entity and such Parent Guaranty, as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Required Holders may reasonably request. (b) Notwithstanding anything At such time as no Parent Guaranty Event shall then exist and by written notice thereof to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice each holder of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available Notes containing a certification by a Responsible Officer as to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as matters set forth in this clauses (1) through (3) below, each Parent Entity may be discharged from all of its obligations and liabilities under the Parent Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, if, as at the date of such notice (1) such Parent Entity is not a guarantor or otherwise liable for or in respect of any Indebtedness under any Material Credit Facility (or will be released and discharged concurrently from such Material Credit Facility with the release of such Parent Entity under the Parent Guaranty), (2) no Default under Section 9.09; 11(h) or Section 11(i) (iibut only to the extent that Section 11(i) the execution, delivery relates to Section 11(g)) or Event of Default shall have occurred and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; be continuing or would result therefrom and (iii3) this Agreement constitutes a valid no amount is then due and binding obligation of Parent, enforceable against payable under the Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesGuaranty.

Parent Guaranty. (a) Parent herebyirrevocably and unconditionally guarantees the prompt, subject complete and punctual payment of all payment obligations of Assignor under this Agreement which are required to be made after the limitations set forth in Closing Date, after Assignor has breached or defaulted on its obligation to timely make such payment (“Guaranteed Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that (i) Parent’s guaranty under this Article IX, unconditionally and irrevocably guarantees Section 8.9 (the this “Parent Guaranty”) by way is a guaranty of an independent obligation to Buyer the payment when due and punctual performance not collectability; (ii) this Guaranty is a primary obligation of Parent and not merely a contract of surety; and (iii) payment by Parent of a portion, but not all, of the obligations Guaranteed Obligations shall in no way limit, affect, modify or abridge any liability of Seller under this Agreement to the extent to be performed from or after the closing Parent for any portion of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Guaranteed Obligations which have not been paid or performed. (b) Notwithstanding anything to Assignee may recover from Assignor the contrary hereinfull amount of any Guaranteed Obligation on demand, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations but only after Assignor has breached or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to defaulted on such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedGuaranteed Obligation. (c) Parent represents that: agrees that its obligations to Assignor under this Guaranty shall be primary, absolute, continuing and unconditional (other than a discharge of Parent with respect to any Guaranteed Obligation as a result of performance of such Guaranteed Obligation in accordance with its terms or as a result of defenses to the performance of such Guaranteed Obligation that would be available to Assignor hereunder), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of Parent): (i) Parent has full rightthe genuineness, authority validity, regularity and capacity to join in enforceability of this Agreement and provide the guaranty as set forth or any other document executed in this Section 9.09connection herewith; (ii) the executionany extension, delivery and performance by Parent renewal, amendment, change, waiver or other modification of this Agreement has been duly authorized, and no or any other action on the part of Parent is required document executed in connection therewithherewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by Assignee’s voluntary or involuntary bankruptcy, insolvencyassignment for the benefit of creditors, reorganization, moratorium or similar proceedings affecting Assignor or any of its assets; or (iv) any other laws affecting creditors’ action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than as otherwise provided in this Section 8.9(c). (d) To the extent the waiver of Parent’s rights generally of subrogation, reimbursement and contribution as set forth herein is found by equitable principlesa court of competent jurisdiction to be void or voidable for any reason, including those limiting the availability Parent’s rights of specific performancesubrogation and reimbursement against Assignee, injunctive relief shall be junior and other equitable remedies and those providing for equitable defensessubordinate to any rights Assignee may have against Assignor.

Parent Guaranty. Parent, as primary obligor and not merely as surety, hereby absolutely, irrevocably and unconditionally guarantees the full and prompt payment, performance or discharge when due of all obligations and liabilities (aincluding, without limitation, indemnities and fees) of Buyer now existing or hereafter incurred under, arising out of or in connection with this Agreement (collectively, the “Guaranteed Obligations”). All payments, performance and discharge of the Guaranteed Obligations by Parent hereby, under this Section 2.6 shall be subject to the limitations set forth in this Article IXsame terms and conditions as payments, unconditionally performance and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance discharge of the Guaranteed Obligations by Buyer under this Agreement. Parent hereby waives notice of any obligation or liability to which this guaranty may apply, and waives presentment, demand of payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or taking of other action by Seller against, and any other notice to any party liable thereon (including Parent). The obligations of Parent under this Section 2.6 are absolute and unconditional in respect of satisfying the Guaranteed Obligations and shall be enforceable against Parent to the extent enforceable against Buyer under this Agreement. The provisions of this Section 2.6 shall not be affected or impaired by any of the following: (i) the occurrence or continuance of any event of bankruptcy, reorganization or insolvency with respect to Buyer, or the dissolution, liquidation or winding up of Parent or Buyer; (ii) the exercise, non-exercise or delay in exercise, by Seller of any of its rights and remedies under this Section 2.6 or this Agreement generally; (iii) any assignment by Seller or Buyer of their respective rights, interests or obligations under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and or (iiiv) this is a guaranty of paymentany sale, not merely of collection. If for any reason whatsoever Seller shall fail transfer or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance other disposition by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required any direct or indirect interest it may have in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesBuyer.

Parent Guaranty. (a) Parent herebyhereby guarantees unconditionally, subject to for the limitations set forth in benefit of SpinCo, the due performance by the Company of its obligations under this Article IX, unconditionally Agreement and irrevocably guarantees the Transition Services Agreement following the Effective Time (the “Parent GuarantyGuaranteed Obligations”) by way ). If the Company fails to perform any such obligation, Parent, upon written request of an independent obligation SpinCo, shall, or shall cause the Company to, perform such obligations promptly upon receipt of such request. This guaranty shall apply regardless of any amendments, variations, alterations, waivers or extensions to Buyer the due and punctual performance of the obligations of Seller under this Agreement Agreement, except to the extent to any of the foregoing modifies the application thereof. For the avoidance of doubt, this guaranty of this Section 8.7 shall only be performed effective from or and after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”)Effective Time. (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent hereby waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) Guaranteed Obligations and notice of or proof of reliance by Buyer SpinCo upon this Parent Guaranty Section 8.7 or acceptance of this Parent GuarantySection 8.7. The Seller Obligations Guaranteed Obligation conclusively shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this Parent Guaranty. All Section 8.7, and all dealings between Buyer SpinCo, on the one hand, and Seller the Company, on the other, likewise conclusively shall be conclusively presumed to have been had or consummated in reliance upon this Parent GuarantySection 8.7. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller When pursuing its rights and remedies hereunder against Parent, SpinCo shall be deemed under no obligation to constitute notice pursue such rights and remedies it may have against the Company or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by SpinCo to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon or to exercise any such right of offset shall not relieve Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedliability hereunder. (c) Parent represents that: (i) expressly and irrevocably waives any election of remedies by SpinCo, promptness, diligence, acceptance hereof, presentment, demand, protest and any notice of any kind not provided for herein or not required to be provided to the Company under or in connection with this Agreement, other than defenses that are available to the Company hereunder. SpinCo acknowledges and agrees that Parent has full rightshall be entitled to all rights, authority remedies and capacity to join in benefits of the Company hereunder following the Effective Time. Parent acknowledges that it will receive substantial direct and indirect benefits from the transaction contemplated by this Agreement and provide that the guaranty as waivers set forth in this Section 9.09; 8.7 are made knowingly in contemplation of such benefits. (d) Parent represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, to the extent such concepts are applicable in such jurisdiction, (ii) the executionit has all requisite power and authority to execute, delivery deliver and performance by Parent perform its obligations under this Agreement solely for purposes of this Section 8.7 and this Agreement has been duly authorizedexecuted and delivered by it and, assuming due authorization, execution and no delivery by the other action on the part of Parent is required in connection therewith; and (iii) this Agreement parties hereto, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, terms (except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, moratorium preference or other similar laws of general applicability relating to or affecting creditors’ the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law)) and (iii) the execution, delivery and performance of this Agreement does not contravene any law to which Parent is subject or result in any breach of any Contract to which Parent is a party, other than such contravention or breach that would not be material to Parent or limit its ability to carry out the terms and provisions of this Agreement solely for purposes of this Section 8.7. (e) SpinCo agrees that its rights in respect of any claim or liability under this Agreement asserted by it against Parent shall be limited solely to satisfaction out of, and enforcement against, the assets of Parent and the RemainCo Group, and SpinCo covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of Parent’s former, current or future directors, officers, agents, or stockholders or any former, current or future directors, officers, agents, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable principlesProceeding, including those limiting or by virtue of any applicable law. (f) No amendment, supplement or modification to this Section 8.7 shall be made without the availability written agreement of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesParent.

Parent Guaranty. (a) 11.17.1. To induce the Sellers to enter into this Agreement, Parent hereby, subject to the limitations set forth in this Article IXhereby absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, to the Sellers the full, complete and timely payment and performance by the Buyer of each and every obligation, Liability, covenant and other agreement of the Buyer in this Agreement, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time (collectively, the “Parent Guaranteed Obligations”), in each case whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any Parent Guaranteed Obligation or operated as a discharge thereof (the “Parent Guaranty”). 11.17.2. Parent acknowledges and agrees that the Parent Guaranty constitutes a guaranty of performance and of payment when due of the Parent Guaranteed Obligations and not just of collection, and Parent waives any right to require that any resort be had by any Person to enforce any of the Parent Guaranteed Obligations against the Buyer or any other Person. Without limiting the generality of the foregoing, Parent hereby waives promptness, diligence, notice of the acceptance of the Parent Guaranty and of the Parent Guaranteed Obligations, presentation, demand for payment, dishonor, protest, default notice of non-performance, notice of incurrence of any of the Parent Guaranteed Obligations, all other notices of any kind, all defenses that may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Buyer or any other Person interested in the transactions contemplated by this Agreement, and all suretyship defenses generally. 11.17.3. Parent agrees that the Sellers may, at any time and from time to time, without notice to or further consent of Parent, extend the time of payment of any of the Parent Guaranteed Obligations, and may also make any agreement with the Buyer for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, without in any way impairing or affecting Parent’s obligations under this Agreement. Parent agrees that the Parent Guaranty or the Parent Guaranteed Obligations shall not be released, discharged, in whole or in part, or otherwise affected by (a) by way the failure of an independent obligation any Person to assert any claim, make any demand, or enforce or exercise any right or remedy against the Buyer or any other Person, whether under this Agreement or otherwise; (b) any change in the due and punctual time, place or manner of payment of any Parent Guaranteed Obligations; (c) the addition or substitution of any Person now or hereafter liable with respect to the Parent Guaranteed Obligations, to or from this Agreement; (d) any change in the corporate existence, structure or ownership of the Buyer; (e) any amendment or modification to, or waiver of, the terms of this Agreement; (f) the bankruptcy, insolvency, liquidation, dissolution, winding-up of, or any similar or analogous event involving or affecting, the Buyer; (g) the existence of any claim, set-off or other right that Parent may have at any time against the Buyer or the Sellers, whether in connection with the Parent Guaranteed Obligations or otherwise; (h) the adequacy of any other means the Buyer may have of obtaining payment or performance of the Parent Guaranteed Obligations; or (i) any other event or condition that, but for the provisions hereof, would constitute a legal or equitable discharge of the obligations of Seller Parent hereunder. 11.17.4. The Parent Guaranteed Obligations shall not be subject to any reduction, limitation, impairment, or termination for any reason, including any claim of waiver, release, surrender, alteration, or compromise, and shall not be subject to any defense or set-off, claim, recoupment or termination whatsoever by reason of invalidity, illegality, or unenforceability of the Parent Guaranteed Obligations, any impossibility in the performance of the Parent Guaranteed Obligations, or otherwise. 11.17.5. The Sellers shall not be obligated to file any claim relating to the Parent Guaranteed Obligations in the event that the Buyer becomes subject to a bankruptcy, reorganization, or similar Action, and the failure of the Sellers to so file shall not affect Parent’s obligations hereunder. Parent agrees that the Parent Guaranty shall continue to be effective or be reinstated, as the case maybe, if at any time payment or performance of any Parent Guaranteed Obligations, or any part thereof, is rescinded or must otherwise be restored upon the insolvency, bankruptcy, or reorganization of the Buyer. 11.17.6. To the fullest extent permitted by applicable Legal Requirements, Parent hereby unconditionally and irrevocably waives, agrees not to assert or otherwise take advantage of any rights that it may now have or hereafter acquire against the Buyer, including rights arising from the existence, payment, performance, or enforcement of Parent’s obligations under or in respect of the Parent Guaranty, this Agreement, including any right of subrogation, reimbursement, exoneration, contribution, or indemnification and any right to participate in any claim or remedy of the Sellers against the Buyer, whether or not such claim, remedy, or right arises in equity or under Contract, statute or common law, including the right to take or receive from the Buyer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy, or right, until the full and indefeasible payment and performance in full of the Parent Guaranteed Obligations. In addition to the foregoing, Parent subordinates all of the rights referred to in this Section 11.17.6 until the full and indefeasible payment and performance in full of the Parent Guaranteed Obligations. 11.17.7. No failure on the part of the Sellers to exercise, and no delay in exercising, any right, remedy or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Sellers of any such right, remedy or power hereunder or thereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the extent Sellers or allowed to them by Legal Requirements or other agreement shall be performed cumulative and not exclusive of any other, and may be exercised by the Sellers at any time or from or after time to time. 11.17.8. The Parent hereby represents and warrants to the closing Sellers as follows: (a) Parent is obtaining substantial benefits from the transactions contemplated by this Agreement and its guaranty is based solely on its independent investigation of the Rite Aid Acquisition when financial condition of the Buyer and as is not relying on any information furnished by the same shall arise Sellers. (b) Parent will have at the Closing the financial capacity to pay and become due and payable perform its obligations under the Parent Guaranty in accordance with the terms and conditions hereof, whether by having sufficient cash, available lines of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurredcredit, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice other sources of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedimmediately available funds. (c) Parent represents that: recognizes that the Sellers are relying upon the Parent Guaranty in entering into this Agreement, and further recognizes that the execution and delivery of the Parent Guaranty is a material inducement to the Sellers in entering into this Agreement. 11.17.9. All notices, requests, claims, demands and other communications under the Parent Guaranty shall be delivered in accordance with Section 11.3 hereof. 11.17.10. The Parent Guaranty will terminate on the earlier to occur of (ia) Parent has full right, authority the Closing and capacity to join in (b) the termination of this Agreement in accordance with Section 10.1. 11.17.11. The provisions of Sections 11.12, 11.13, and provide 11.14 shall apply to the guaranty Parent Guaranty as if fully set forth in this Section 9.09; (ii) 11.17. 11.17.12. Parent shall not assign its rights, interests or obligations under this Section 11.17 to any other Person without the execution, delivery and performance by Parent prior written consent of BSI. Any attempted assignment in violation of this Agreement has been duly authorizedSection 11.17 shall be null and void; provided that, and no other action on notwithstanding foregoing, nothing shall restrict Parent from the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parentsale, enforceable against Parent in accordance with its termstransfer, except as enforceability may be limited by bankruptcyexchange, insolvency, reorganization, moratorium assignment or other laws affecting creditors’ rights generally and disposition by equitable principlesany means of a majority of its equity securities, including those limiting or all or substantially all of its assets, so long as in each such case the availability acquirer or successor entity, as applicable, assumes Parent’s obligations under this Section 11.17. [Remainder of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.the page intentionally left blank – signature pages follow]

Parent Guaranty. (ai) Parent herebySubject to the ENLC Percentage Limit, ENLC hereby irrevocably and unconditionally guarantees, and (ii) subject to the limitations set forth in this Article IXENLK Percentage Limit, ENLK hereby irrevocably and unconditionally guarantees to Seller the prompt and irrevocably guarantees (the “Parent Guaranty”) full performance and discharge by way Buyer of an independent obligation to Buyer the due and punctual performance any of the Buyer’s monetary obligations of Seller under this Agreement to the extent to be performed from occurring at or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject prior to the conditions contained in this Agreement Closing (the “Seller Closing Guaranty”), and Parent covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Closing Obligations”); and (ii) ENLK hereby irrevocably and unconditionally guarantees Buyer’s monetary obligations with respect to the Subsequent Securities Payment (the “Post-Closing Guaranty” and, together with the Closing Guaranty, the “Parent Guaranty”), and ENLK covenants and agrees to take all actions necessary or advisable to ensure such performance and discharge by Buyer hereunder (the “Post-Closing Obligations” and, together with the Closing Obligations, the “Buyer Obligations”). No failure or delay or lack of demand, notice or diligence in exercising any right under this Parent Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right under this Parent Guaranty. The Closing Guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collection and actions may be brought hereunder against any or all of Buyer, ENLK and/or ENLC, as applicable, irrespective of whether any action is brought against the others or any of the others is joined in such action (which shall include the right to proceed, at Seller’s option, directly against ENLK and/or ENLC, as applicable). The Post-Closing Guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collection and actions may be brought hereunder against any or both of Buyer or ENLK irrespective of whether any action is brought against the other or the other is joined in such action (which shall include the right to proceed, at Seller’s option, directly against ENLK). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing The Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Actionhave been, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been been, created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this the Parent Guaranty. All dealings Guaranty and all dealing between Buyer Parent and Seller Buyer, on the one hand, and Seller, on the other hand, have been and shall likewise be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees acknowledges that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with it will receive substantial direct and indirect benefit from the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedtransactions contemplated hereby. (c) Notwithstanding the foregoing, Seller hereby covenants and agrees that Parent represents that: may assert, as a defense to such payment or performance by Buyer, or as an affirmative claim against Seller or its Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set-offs and defenses that Buyer could assert (isubject to a “final determination” (as defined in Section 9.7) Parent with respect to any Interim Indemnity Obligation) pursuant to the terms of this Agreement or pursuant to applicable Law in connection therewith (including any breach by Seller or the Company of this Agreement). (d) Each of ENLC and ENLK has full all legal right, power, authority and capacity to join in execute and deliver this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the to perform its obligations hereunder. The execution, delivery and performance by Parent each of ENLC and ENLK of this Agreement has been duly authorizedand validly authorized and approved. This Agreement has been duly executed and delivered by each of ENLC and ENLK and is a legal, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (e) Notwithstanding anything to the contrary in this Agreement or otherwise, Buyer shall be irrevocably obligated to pay to Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(d) and Section 2.3(e). Without in any way limiting the generality of the foregoing, Buyer shall be obligated to pay Seller the Subsequent Securities Payment in accordance with the terms of Section 2.3(d) and Section 2.3(e) notwithstanding any breach or alleged breach of this Agreement by Seller, the Company, Buyer or any other Person, except as enforceability may applicable in connection with the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”. The full amount of the Subsequent Securities Payment (for clarity, as determined after giving effect to the deductions to the Subsequent Securities Payment expressly provided for in the definition of “First Subsequent Securities Payment”) shall be limited paid in accordance with the terms of Section 2.3(d) and Section 2.3(e) without any reduction for any reason including any claim of or reduction for set off (including any such claim arising out of a breach or alleged breach of this Agreement). (f) Buyer, ENLK and any other party obligated to pay, or liable for payment of, the Subsequent Securities Payment or any part thereof waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time all without prejudice to Seller. Seller shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of the Subsequent Securities Payment, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any Party hereunder. (g) Following the Closing and prior to the Subsequent Securities Payment being paid in full by bankruptcyBuyer, insolvency, reorganization, moratorium if Buyer or ENLK becomes subject to any bankruptcy or other laws affecting creditors’ rights generally insolvency proceeding, then in any such case the Subsequent Securities Payment shall automatically become due and payable, without any notice or any other action by equitable principlesSeller, including those limiting the availability next Business Day immediately succeeding the occurrence of specific performancesuch event. (h) Buyer and ENLK acknowledge that the Subsequent Securities Payment was a necessary component of the consideration to induce Seller to enter into this Agreement, injunctive relief and other equitable remedies and those providing for equitable defensesthat Seller would not have entered into this Agreement to sell the Securities unless Buyer had agreed to be irrevocably obligated to pay the Subsequent Securities Payment as provided in this Agreement.

Parent Guaranty. (a) To induce the Target and Sellers to enter into this Agreement, Parent hereby, subject to the limitations set forth in this Article IXhereby absolutely, unconditionally and irrevocably guarantees (to the “Parent Guaranty”) by way of an independent obligation to Buyer Sellers, on the terms and conditions set forth herein, the due and punctual payment, observance, performance and discharge of the all of Buyer’s obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and until such time as the same shall arise and become due and payable in accordance with Closing has been fully consummated. To the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary hereinfullest extent permitted by Law, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Sellers. Parent waives promptness, diligence, notice of the creationacceptance, renewalpresentment, extension or accrual demand for payment, notice of non-performance, default, dishonor and protest, notice of the Seller Obligationsincurrence of any of the foregoing guaranteed obligations and all other notices of any kind, any all defenses (other than those that which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to Seller under this Agreement) and notice require the marshaling of assets of Parent or proof of reliance Buyer or any other Person interested in the transactions contemplated by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide all suretyship defenses generally. Parent acknowledges that it will receive substantial direct and indirect benefits from the guaranty as transactions contemplated by this Agreement and that the waivers set forth in this Section 9.09; (ii) the execution, delivery Agreement are knowingly made in contemplation of such benefits. The Parties have executed and performance by Parent of delivered this Agreement has been duly authorized, and no other action on Plan of Merger as of the part date first written above. Buyer: By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Vice President & Secretary Parent: Solely for the purposes of Parent is required Article V and Section 11.18: By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and General Counsel Target: By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer and President Sellers’ Representative (in connection therewith; its capacity as a Seller and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.Seller’s Representative): FdG HERCULES HOLDINGS LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President EXHIBIT A

Parent Guaranty. (a) To induce the Seller to enter into this Agreement, Parent hereby, subject to the limitations set forth in this Article IXabsolutely, unconditionally and irrevocably guarantees to the Seller (the “Parent Guaranty”) by way of an independent obligation to Buyer ), on the due terms and conditions set forth herein the due, full and punctual (i) payment of any amount payable by the Purchaser or any amount due hereunder including Losses suffered or sustained by the Seller as a result of or in connection with a breach of this Agreement by the Purchaser; and (ii) performance of all of the obligations of Seller under Purchaser’s obligation pursuant to this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this any Ancillary Agreement (the “Seller Guaranteed Obligations”). (b) Notwithstanding anything to . All payments hereunder shall be made in lawful money of the contrary hereinUnited States, following the Rite Aid Closing Buyer shallin immediately available funds. The Guaranty is one of payment, prior to bringing any Action not collection and Parent acknowledges that a separate action or actions may be brought and prosecuted against Parent for the full amount of the Guaranteed Obligations to enforce this Guaranty, irrespective of whether any action is brought against the Purchaser or any other Person or whether the Purchaser or any other Person are joined in any such action or actions. Parent agrees that the Guaranteed Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay of the Seller to assert any claim or demand or to enforce any right or remedy against the Purchaser; (ii) any change in the time, place or manner of payment of the Guaranteed Obligations; (iii) the addition, substitution or release of any Person now or hereafter liable with respect to the Seller Obligations Guaranteed Obligations, to or otherwise seeking from the Guaranty, this Agreement, or any recourse with respect theretorelated agreement or document; (iv) any change in the corporate existence, use commercially reasonable efforts to seek resolution against Seller structure or ownership of the Purchaser or any other Person now or hereafter liable with respect to the subject matter giving rise Guaranteed Obligations; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Purchaser or any Person now or hereafter liable with respect to such Actionthe Guaranteed Obligations; (vi) the existence of any claim, and provided that Buyer has made such efforts: set-off or other right which Parent may have at any time against the Purchaser or the Seller whether in connection with the Guaranteed Obligations or otherwise; or (ivii) the adequacy of any other means the Seller may have of obtaining payment of the Guaranteed Obligations. To the fullest extent permitted by applicable Law, Parent hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Seller. Parent hereby waives promptness, diligence, notice of the creation, renewal, extension or accrual acceptance of the Seller Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any defenses of the Guaranteed Obligations and all other notices of any kind (other than those that notices expressly required to be provided to the Purchaser pursuant to Section 11.16), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to Seller under require the marshaling of assets of the Purchaser or any other Person interested in the transactions contemplated by this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesall suretyship defenses generally.

Parent Guaranty. The rights, powers and remedies given to Beneficiaries by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Beneficiaries by virtue of any statute or rule of law or under the terms or provisions of the Selected Revolving Lender Cash Management Services or any agreement between Guarantor and one or more Beneficiaries or between any Subsidiary and one or more Beneficiaries. Any forbearance or failure to exercise, and any delay by any Beneficiary in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. If any provision of this Guaranty is held to be illegal, invalid or unenforceable, (a) Parent herebythe legality, subject validity and enforceability of the remaining provisions of this Guaranty shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the limitations illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. The rules of construction set forth in this Article IX, unconditionally Sections 1.02 and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance 1.05 of the Credit Agreement shall be applicable to this Agreement mutatis mutandis. This Guaranty shall inure to the benefit of the Beneficiaries and their respective successors and assigns. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR, THE GUARANTIED PARTY AND EACH BENEFICIARY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE GUARANTOR, THE GUARANTIED PARTY AND EACH BENEFICIARY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS GUARANTY. THE GUARANTOR, THE GUARANTIED PARTY AND EACH BENEFICIARY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THE GUARANTY OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, IN EACH 7 Parent Guaranty CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. If, for the purposes of obtaining judgment in any court, it is necessary to convert Original Currency into Other Currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which in accordance with normal banking procedures, the Guarantied Party or a Beneficiary could purchase the Original Currency with such Other Currency in New York, New York on the Business Day immediately preceding the day on which any such judgment, or any relevant part thereof, is given. The obligations of Seller under this Agreement the Guarantor in respect of any sum due from it to the Guarantied Party or any Beneficiary hereunder shall, notwithstanding any judgment in such Other Currency, be discharged only to the extent that on the Business Day following receipt by such Guarantied Party or Beneficiary of any sum adjudged to be performed from so due in such Other Currency such Guarantied Party or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable Beneficiary may in accordance with normal banking procedures purchase the terms of Original Currency with such Other Currency; if the Original Currency so purchased is less than the sum originally due such Guarantied Party or Beneficiary in the Original Currency, the Guarantor agrees, as a separate obligation and subject notwithstanding any such judgment, to indemnify such Guarantied Party or Beneficiary against such loss, and if the conditions contained in this Agreement (Original Currency so purchased exceeds the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise sum originally due to such ActionGuarantied Party or Beneficiary in the Original Currency, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension Guarantied Party or accrual of the Seller Obligations, any defenses (other than those that may be available Beneficiary shall remit such excess to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligatedsuch Guarantor. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

Parent Guaranty. (a) Parent hereby, subject to Guarantor hereby guarantees the limitations set forth in punctual payment and performance by Buyer of all of Buyer’s obligations under this Article IX, unconditionally and irrevocably guarantees (the “Agreement. Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance Guarantor hereby waives notice of the obligations acceptance hereof, presentment, demand for payment, protest, notice of Seller under this Agreement to the extent to be performed from protest, or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand with respect to the creation, renewalobligations guaranteed under this Paragraph 10(m) (the “Guaranteed Obligations”). The guarantee provided for in this Paragraph 10(m) (this “Guarantee”) shall remain and continue in full force and effect as to any modification, extension or accrual renewal of this Agreement. None of Penn or its Affiliates shall be under a duty to protect, secure or insure any security or lien provided by this Agreement or any other collateral, and Parent Guarantor acknowledges that other indulgences or forbearance may be granted under such document, all of which may be made, done or suffered without notice to, or further consent of, Parent Guarantor. Parent Guarantor hereby waives the pleading of any statute of limitations applicable to any of the Seller Guaranteed Obligations, any defenses as a defense to the obligation hereunder. PARENT GUARANTOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE PENN TO PROCEED AGAINST BUYER BEFORE PROCEEDING UNDER THIS GUARANTEE. PARENT GUARANTOR EXPRESSLY WAIVES AND RELINQUISHES ALL SURETYSHIP RIGHTS AND REMEDIES (other than those INCLUDING ANY RIGHTS OF SUBROGATION) APPLICABLE AGAINST SELLER ACCORDED TO PARENT GUARANTOR BY APPLICABLE LAW. Parent Guarantor agrees that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance the validity of this Guarantee and Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided Guarantor’s obligations under this Agreement (including any demand for payment shall in no way be terminated, affected or notice impaired by reason of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity the assertion by Penn of any rights or remedies which Penn may have under or with respect to join in any of the other provisions of this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the executionfailure by Penn to exercise, delivery and performance by Parent of or delay in exercising, any right or remedy which Penn may have hereunder or in respect to this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewithAgreement; and (iii) the commencement of a case under the Bankruptcy Code by or against Buyer; or (iv) any payment made on the obligations guaranteed by this Guarantee or any other indebtedness arising under this Agreement constitutes which is required to be refunded pursuant to the order of any court having jurisdiction over the bankruptcy or insolvency of Buyer; it being understood that no payment so refunded shall be considered as a valid and binding obligation payment of Parentany portion of the obligations guaranteed hereby, enforceable against nor shall it have the effect of reducing the liability of Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesGuarantor under this Agreement.

Parent Guaranty. (a) Parent herebyagrees to take all actions necessary to cause Seller to perform all of its agreements, subject to the limitations set forth in this Article IX, unconditionally covenants and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Guaranteed Obligations”). (b) Notwithstanding anything to , including, without limitation, the contrary hereinobligations of Seller set forth in Article II, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, Article V and provided that Buyer has made such efforts: (i) Parent waives any and all notice Article VIII of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including subject to such survivability periods and other limitations as set forth therein and elsewhere in this Agreement). Parent unconditionally and irrevocably guarantees as a primary obligation to the Purchaser Indemnified Parties the full, complete, and punctual performance by Seller of such Guaranteed Obligations. Parent waives diligence, presentment, demand of performance, filing of any demand for payment or claim, any right to require any proceeding first against Seller, protest, notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason and all demands whatsoever Seller shall fail or be unable to perform or comply in connection with the Seller Obligations, Parent will promptly upon receipt performance of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as its obligations set forth in this Section 9.09; 11.15. Parent further agrees that the Guaranteed Obligations may be amended, modified, assigned, extended or renewed, in whole or in part, pursuant to the terms of this Agreement and with notice of any such amendment, modification, assignment, extension, or renewal of any such obligation, will remain bound by this guarantee. The obligations of Parent hereunder shall not be affected by (i) the failure of any Purchaser Indemnified Party to assert any claim or demand or to enforce any right or remedy against Seller or any other guarantor under the provisions of this Agreement or any other agreement or otherwise, (ii) any extension or renewal of any provision hereof or thereof, (iii) the executionfailure of any Purchaser Indemnified Party to obtain the consent of Parent with respect to any rescission, waiver, compromise, amendment or modification of any of the terms or provisions of this Agreement or of any other agreement, (iv) the failure of any Purchaser Indemnified Party to exercise any right or remedy against any other guarantor of the Guaranteed Obligations, or (v) the release or substitution of any other guarantor. Parent unconditionally and irrevocably waives each and every defense and setoff of any nature which under the principle of guaranty or otherwise would operate to impair or diminish in any way the obligations of Parent under this Section 11.15 other than any defense of Seller to which Parent is entitled hereunder. Parent represents and warrants that (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder, (b) the execution and delivery and performance by Parent of this Agreement has and the consummation by Parent of the transactions contemplated hereby, have been duly authorized, and no other authorized by all necessary corporate action on the part of Parent, and no other proceedings on the part of Parent is required in connection therewith; are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iiic) this Agreement has been duly executed and delivered by Parent and, assuming the due execution of this Agreement by the other Parties, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability enforcement may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws of general application affecting enforcement of creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defensesgenerally.