Common use of Parent Guaranty Clause in Contracts

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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note.

Parent Guaranty. The Parent REIT hereby irrevocablyhereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guarantees as primary obligors guaranties to the holders from time to time of the Notes: (i) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and or interest at the Default Rate (if any) and interest accruing at the then applicable rate provided set forth in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingNotes) and all other amounts from time to time owing by the Company Issuer under this Agreement and under the other Note Documents to any holder Notes (including costsincluding, expenses without limitation, costs and taxesexpenses), (ii) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if full and prompt performance and observance by the Company shall default in the payment Issuer of any each and all of the Guaranteed Obligations (after giving effect obligations, covenants and agreements required to all applicable grace and cure periods), be performed or observed by 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with Issuer under the terms of such extension or renewal the Notes and this Agreement and (yiii) pay to the full and prompt payment, upon demand by any holder of any Note the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such amountsexpenses, to the extent lawfulif any, as shall be sufficient to pay have been expended or incurred in the costs and expenses protection or enforcement of collection any right or of otherwise enforcing any of such holder’s rights privilege under the Notes or this Agreement, including reasonable counsel feesincluding, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. All obligations The guaranty of the Parent REIT under this Section 13 shall be referred to Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the “Parent Guaranty” same are due and payable and shall survive the transfer of any Note. Any obligations not be deemed to be a guaranty only of the Parent REIT under this Section 13 with respect to which the underlying obligation collectability of such payments and therefore each holder of the Company is expressly stated to survive payment of any Note shall also survive payment of Notes may xxx the Parent directly upon such Noteprincipal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Subject to the limitations set forth under this Section 8.14, Parent REIT hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees as primary obligors the full and not as surety to each holder of any Note prompt payment, performance or Notes at any time outstanding the prompt payment in full, in Dollars, discharge when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of all of the principal of Purchaser’s obligations, undertakings, agreements, covenants, representations 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, or the commencement of any insolvency reorganization or like proceeding, relating warranties pursuant to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement (all such obligations, undertakings, agreements, covenants, representations and the other Note Documents warranties are referred to any holder (including costs, expenses and taxes) (such payments being herein collectively called as the “Guaranteed Purchaser Obligations”). The This guarantee shall be a guarantee of payment and not of collection. Parent REIT hereby further agrees that if the Company its obligations hereunder shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoeverbe unconditional, and that in shall not be discharged or otherwise affected by (i) the case validity or enforceability of this Agreement against the Purchaser, (ii) any change herein or amendment hereto, (iii) any extension of time of payment with respect to or renewal failure to enforce any Purchaser Obligation, (iv) the recovery of any judgment against the Purchaser or any action to enforce the same, (v) any failure by Seller to give notice of default to Parent or any other notice to Parent, (vi) the Guaranteed Obligationsoccurrence or continuance of any event of bankruptcy, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment reorganization or otherwise) in accordance insolvency with the terms of such extension or renewal and (y) pay respect to the holder Purchaser, or the dissolution, liquidation or winding up of Parent or the Purchaser, or (vii) any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses other circumstances which may otherwise constitute a legal or equitable discharge or defense of collection or of otherwise enforcing any of such holder’s rights under a guarantor. Parent covenants that this Agreement, including reasonable counsel fees. All obligations of the Parent REIT guaranty made under this Section 13 8.14 will not be discharged except by complete performance of all Purchaser Obligations; provided, however, in no event shall be referred the Purchaser Obligations guaranteed by Parent pursuant to as this Section 8.14 exceed $3,000,000.00 plus the “Parent Guaranty” and Deposit. For the avoidance of doubt, such guaranty shall survive not apply to the transfer performance of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteAssumed Contracts.

Parent Guaranty. The As a material inducement to Seller to enter into this Agreement and in recognition of substantial direct and indirect benefits to Buyer Parent REIT therefrom, Buyer Parent hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees as primary obligors to Seller the due and punctual performance by Buyer of all of Buyer’s obligations and liabilities under or in respect of 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 as surety to each holder of collection, and Buyer Parent’s liabilities hereunder are absolute, unconditional, irrevocable and continuing irrespective of any Note modification, amendment or Notes at waiver of or any time outstanding consent to departure from the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) terms and conditions of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents that may be agreed to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) Buyer hereto in accordance with the terms of such extension this Agreement. Buyer Parent agrees that its obligations hereunder shall not be released or renewal discharged, in whole or in part, or otherwise affected by (a) the failure or delay on the part of Seller to 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 (yii) pay to the holder 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 any Note such amountsor exonerate guarantors or sureties, except to the extent lawfulthat any such defense is available to Buyer. Notwithstanding anything to the contrary contained in this Section 11.17 or otherwise, as Seller hereby agrees that Buyer Parent shall be sufficient have all defenses to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights its obligations under this Agreement, including reasonable counsel fees. All obligations guarantee that would be available to Buyer in respect of this Agreement whether pursuant to the Parent REIT under terms of this Section 13 shall be referred Agreement or pursuant to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Noteapplicable Law in connection therewith.

Parent Guaranty. The Parent REIT hereby irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees as primary obligors to Buyer and not as surety to each holder its successors and assigns the full and timely performance of any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of and Make-Whole Amount (if any) and interest on the Notes Seller’s obligations (including interest on any overdue principal all indemnification and Make-Whole Amount (if anypayment obligations) 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, or the commencement of any insolvency reorganization or like proceeding, relating pursuant to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents pursuant to any holder agreement, certificate, instrument or other document (including coststhe Ancillary Agreements) required to be delivered hereunder, expenses and taxes) in each case as the same is now or may hereafter be in effect (such payments being herein collectively called collectively, the “Guaranteed Seller Obligations”). The Parent REIT hereby further acknowledges and agrees that if the Company shall default this guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in the payment of 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 Guaranteed Seller Obligations (after giving effect to all applicable grace and 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) other than in accordance with the terms of this Agreement), or other change in any Seller Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guaranty, nor shall such extension validity and enforceability be affected by any lack of validity or renewal and (y) pay to the holder enforceability of any Note such amountsSeller 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 fullest extent lawfulpermitted 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) and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as shall be sufficient the same pertains to pay the costs and expenses of collection Seller or of otherwise enforcing any of such holder’s rights under this Agreementthe Seller Obligations, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred or any right to as the “Parent Guaranty” and shall survive the transfer of require Buyer to proceed against Seller or to exhaust any Note. Any obligations of the Parent REIT under this Section 13 security held by any Buyer or to pursue any other remedy with respect to which the underlying obligation any of the Company Seller Obligations. Buyer may at any time and from time to time without notice to or consent of Parent and without impairing or releasing the obligations of Parent under this guaranty, with respect to any of the Seller Obligations, (i) agree with Seller to make any change in the terms of the Seller Obligations, (ii) take or fail to take any action of any kind in respect of any security for the Seller Obligations, 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 guaranty is expressly stated illegal, 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, its successors and assigns until all of the Seller Obligations have been paid and satisfied in full and shall continue to survive be effective or be reinstated, as the case may be, if at any time and to the extent that any payment of or other transaction satisfying any Note of the Seller Obligations is rescinded or must otherwise be returned by the recipient thereof upon the insolvency, bankruptcy, reorganization or similar event of Seller, Parent, 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 also survive payment include Buyer’s Affiliates and their successors and assigns to the extent any of such Notethem are parties to any Ancillary Agreement or other Seller Obligation.

Parent Guaranty. The Parent REIT hereby irrevocablyguarantees (the undertaking of Parent contained in this Article 16 being the “Parent Guarantee”) the punctual payment when due, 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment acceleration or otherwise) , of the principal all Obligations of Walgreens and Make-Whole Amount (if any) 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 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 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 that accrues after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company proceeding under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) Debtor Relief Laws (such payments obligations, collectively, being herein collectively called the “Guaranteed 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 REIT hereby further Guarantee is a guaranty of payment and not of collection. Parent agrees that if that, as between Parent and the Company shall default in Administrative Agent, the payment of any Subsidiary Borrower Obligations may be declared to be due and payable for purposes of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods)Parent Guarantee notwithstanding any stay, the Parent REIT will (x) promptly pay the sameinjunction or other prohibition which may prevent, without delay or vitiate any demand declaration as regards Walgreens or notice whatsoever, any Designated Borrower and that in the case event of any extension of time of payment a declaration or renewal of any of the Guaranteed Obligationsattempted declaration, the same will be promptly paid in full when Subsidiary Borrower Obligations shall immediately become due (whether at extended maturity, and payable by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations Parent for purposes of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteGuarantee.

Parent Guaranty. The Parent REIT Guarantor hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees as primary obligors to Purchaser, the full and not as surety to each holder prompt performance by Seller, of any Note or Notes at any time outstanding the prompt payment in fulland all obligations of Seller under this Agreement. Guarantor agrees that its obligations pursuant to this Section 7.17 shall be a continuing, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) absolute and unconditional guaranty of the principal full and punctual performance by Seller 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company its obligations under this Agreement and is in no way conditioned upon any requirement that the other Note Documents Purchaser first attempt to collect any holder of its obligations from Seller without regard to (including costsa) the validity, expenses and taxesregularity or enforceability of this Agreement; (b) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment absence of any of the Guaranteed Obligations (after giving effect action to all applicable grace and cure periods), the Parent REIT will (x) promptly pay enforce the same, without ; (c) any demand waiver or notice whatsoever, and that in consent by Seller concerning any provisions hereof; (d) the case rendering of any extension of time judgment against Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or renewal 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 of the Guaranteed Obligations, the same payments Seller is obligated to make hereunder will be promptly paid in full when due (whether at extended maturitymade to Purchaser without set-off or counterclaim. Guarantor waives diligence, by accelerationpresentment, by mandatory prepayment protest, demand for payment and notice of default or otherwise) in accordance nonpayment to or upon Seller with the terms of such extension or renewal and (y) pay respect to the holder obligations 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 Seller under this Agreement. This Section 7.17 shall continue to be effective if Seller merges or consolidates with or into another entity, including reasonable counsel feesloses its separate legal identity or ceases to exist. All Notwithstanding anything in this Agreement to the contrary, Guarantor’s guaranty of Seller’s obligations of the Parent REIT under provided for in this Section 13 shall be referred is subject to as the “Parent Guaranty” and shall survive the transfer of is limited by any Note. Any limitations on Seller’s obligations of the Parent REIT under contained in this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteAgreement.

Parent Guaranty. The Buyer Parent REIT hereby irrevocablyguarantees, absolutely for good and unconditionally guarantees as primary obligors valuable consideration, the receipt and not as surety adequacy of which is hereby acknowledged by Buyer Parent, the full and faithful performance by Buyer of Buyer’s obligations pursuant to each holder of any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder Buyer Ancillary Agreements (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The It is understood and agreed by Buyer Parent REIT hereby further agrees that if its obligations pursuant to this Section 12.14 constitute a guaranty of payment and performance of the Company shall default in Guaranteed Obligations and, subject the payment rights and defenses (other than bankruptcy) of Buyer under this Agreement, may be enforced directly against Buyer Parent as a primary obligation of Buyer Parent, and that any waiver by the Seller of any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods)terms, provisions or conditions of this Agreement or any amendment or modification of this Agreement, or the Parent REIT will (x) promptly pay the same, without any demand granting of indulgences or notice whatsoever, and that in the case of any extension of time to Buyer, may be made and done from time to time without notice to Buyer Parent, and Buyer Parent’s obligations under this Section 12.14 will continue subject to such waiver, amendment or modification, indulgence or extension of payment or renewal of any of time. Buyer Parent’s obligations pursuant to this Section 12.14 shall survive for so long as the Guaranteed ObligationsObligations survive and shall survive any proceeding, voluntary or involuntary, involving the same will be promptly paid in bankruptcy, insolvency, receivership, reorganization or arrangement of Buyer or Buyer Parent. Buyer Parent represents and warrants to Seller that (i) Buyer Parent has full when due corporate power, legal capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; (whether at extended maturityii) the execution, delivery and performance by accelerationBuyer Parent of its obligations under this Agreement has been duly and validly authorized by all necessary corporate action; and (iii) this Agreement has been duly executed and delivered by Buyer Parent and constitutes (assuming the valid authorization, execution and delivery of this Agreement by mandatory prepayment or otherwiseSeller) the legal, valid and binding obligation of Buyer Parent, enforceable in accordance with the terms its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of such extension general application relating to or renewal affecting creditors’ rights and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Notegeneral equity principles.

Parent Guaranty. The Parent REIT hereby irrevocablyhereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guarantees as primary obligors guaranties to the holders from time to time of the Notes: (a) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and or interest at the Default Rate (if any) and interest accruing at the then applicable rate provided set forth in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingNotes) and all other amounts from time to time owing by the Company Issuer under this Agreement and under the other Note Documents to any holder Notes (including costsincluding, expenses without limitation, costs and taxesexpenses), (b) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if full and prompt performance and observance by the Company shall default in the payment Issuer of any each and all of the Guaranteed Obligations (after giving effect obligations, covenants and agreements required to all applicable grace and cure periods), be performed or observed by 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with Issuer under the terms of such extension or renewal the Notes and this Agreement and (yc) pay to the full and prompt payment, upon demand by any holder of any Note the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such amountsexpenses, to the extent lawfulif any, as shall be sufficient to pay have been expended or incurred in the costs and expenses protection or enforcement of collection any right or of otherwise enforcing any of such holder’s rights privilege under the Notes or this Agreement, including reasonable counsel feesincluding, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. All obligations The guaranty of the Parent REIT under this Section 13 shall be referred to Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the “Parent Guaranty” same are due and payable and shall survive the transfer of any Note. Any obligations not be deemed to be a guaranty only of the Parent REIT under this Section 13 with respect to which the underlying obligation collectability of such payments and therefore each holder of the Company is expressly stated to survive payment of any Note shall also survive payment of Notes may xxx the Parent directly upon such Noteprincipal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. A. In consideration of the benefits inuring to the 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 REIT hereby irrevocably, absolutely Guaranty set forth in this Article V shall remain in full force and unconditionally guarantees as primary obligors effect beginning on the Effective Date of this Master Agreement 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) continuing until all obligations of the principal Foresight Parties under this Master Agreement and the Consenting Counterparty Agreements, and 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 Guarantor and Make-Whole Amount (if any) Parent Guarantor’s successors and interest on the Notes (including interest on any overdue principal assigns, 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, or the commencement of any insolvency reorganization or like proceeding, relating shall inure to the Companybenefit of the NRP Parties and their successors and assigns; provided that, whether or the obligations of Parent Guarantor under this Article V may not a claim for post-filing or post-petition interest is allowed be assigned by Parent Guarantor without the advance written consent of NRP, which consent may be withheld in such proceeding) and NRP’s sole discretion. 2 For all other amounts from time to time owing by the Company purposes under this Agreement and the other Note Documents term “trade fixture” is defined as an item of personal property that is attached or annexed to the 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 any holder (including costs, expenses and taxes) (such payments being herein collectively called real estate used by a Foresight Party in operations for the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any mining of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods)coal within said Leased Premises for the purpose of carrying on the Foresight Party’s business, 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 regardless of the Guaranteed Obligations, means by which the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment item has been attached or otherwise) in accordance with the terms of such extension or renewal and (y) pay annexed to the holder of any Note such amounts, real estate and without regard 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, including reasonable counsel fees. All obligations intent of the Parent REIT under this Section 13 shall be referred Foresight Party with regard to as the “Parent Guaranty” and shall survive the transfer of permanency or any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Noteother factor.

Parent Guaranty. The Parent REIT Corporation hereby irrevocably, absolutely and unconditionally guarantees as primary obligors guaranties to the holders from time to time of the Notes: (a) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated, the Make-Whole Amount (if any) and all other amounts payable thereunder, when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes); and (b) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or the Note Purchase Agreement, including, without limitation, in any consultation or action in connection therewith. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (including interest on any overdue principal if any), other amounts (if any) and all costs and expenses described above as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectibility of such payments and that in consequence thereof each holder of the Notes may xxx the Parent Corporation directly upon such principal, interest, Make-Whole Amount (if any) and interest at costs and expenses becoming so due and payable. Notwithstanding the Default Rate (foregoing, as set forth in Section 2.2(b) of the Note Purchase Agreement, if any) and interest accruing at the then applicable rate provided Issuer consolidates, merges or otherwise combines with Northern in accordance with Section 10.4 of the Notes after Note Purchase Agreement, the filing of any petition in bankruptcy, or Issuer’s obligations under the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Note Purchase Agreement and the other Note Documents to any holder (including costsNotes shall be automatically assumed by Northern, expenses and taxes) (upon such payments being herein collectively called assumption, this Parent Guaranty shall terminate and the “Guaranteed Obligations”). The Parent REIT hereby Corporation shall be automatically discharged and released from all of its obligations hereunder without further agrees that if action on the Company shall default in the payment of any part of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods)Issuer, the Parent REIT will (x) promptly pay Corporation or the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any holders of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteNotes.

Parent Guaranty. The (a) To induce Purchaser to enter into this Agreement, Parent REIT (in such capacity, the “Guarantor”) hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees as primary obligors to Purchaser the due and not as surety punctual performance and discharge of Vendor’s obligations under this Agreement, to each holder of any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of same extent and Make-Whole Amount (if any) and interest on the Notes (including interest on any overdue principal same terms and Make-Whole Amount (if any) conditions 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, or the commencement of any insolvency reorganization or like proceeding, relating subject to the Companysame defenses as apply to such obligations by Vendor (which includes, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) without limitation, Vendor’s obligation to pay the Termination Fee, if and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxeswhen applicable) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if If any Vendor fails to discharge its Guaranteed Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the Company shall default in the payment 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 Guaranteed Obligations (after giving effect to all applicable grace and cure periods)foregoing, the Parent REIT will (x) promptly pay Guarantor acknowledges that Purchaser may, in its sole and absolute discretion, bring and prosecute a separate action or actions against the same, without any demand or notice whatsoever, and that Guarantor for the full amount of the Guarantor’s liabilities hereunder in the case of any extension of time of payment or renewal of any respect of the Guaranteed Obligations, regardless of whether action is brought against the same will be promptly paid Vendor or whether the Vendor is joined in full when due (whether at extended maturityany such action or actions. The Guarantor acknowledges and agrees that in addition to any rights of Purchaser set forth in this Section 10.13, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay respect to the holder 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 Note such amountsmodification, 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 extent lawfulGuaranteed Obligations in the event that the Vendor becomes subject to any insolvency, as bankruptcy, reorganization or similar proceeding, and the failure of Purchaser to so file shall be sufficient to pay not affect the costs and expenses of collection or of otherwise enforcing Guarantor’s obligations hereunder. In the event that any of such holder’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT payment under this Section 13 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 referred to as binding on the “Parent Guaranty” Guarantor and shall survive its respective successors and assigns until all amounts payable by the transfer of any Note. Any obligations of the Parent REIT Guarantor under this Section 13 guarantee with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteGuaranteed Obligations have been indefeasibly paid in full.

Parent Guaranty. The Parent REIT hereby irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees as primary obligors to the Company and not as surety to each holder of the Sellers the due and punctual payment and performance by Buyer (and any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwisepermitted assignees thereof) of the principal of Buyer’s obligations 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company performance under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”), 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 terms and conditions hereof. The Parent REIT hereby further agrees that if foregoing sentence is an absolute, unconditional and continuing guaranty of the Company shall full and punctual discharge and performance of the Guaranteed Obligations. Should Buyer default in the payment discharge or performance of all or any of the Guaranteed Obligations (after giving effect to all applicable grace and 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 portion of the Guaranteed Obligations, the same will be promptly paid obligations of Parent hereunder shall become immediately due and, if applicable, payable. Parent represents and warrants to the Company as follows: (i) Parent is a corporation duly incorporated, validly existing and in full when due good standing under the laws of Delaware and has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby; (whether at extended maturityii) the execution, delivery and performance of this Agreement by accelerationParent has been duly authorized by all necessary organizational action, by mandatory prepayment and no other proceedings or otherwiseactions on the part of Parent are necessary therefor; (iii) this Agreement constitutes the legal, valid and binding obligation of Parent, and is enforceable against Parent in accordance with its terms, subject to Laws of general application relating to public policy, bankruptcy, insolvency and the terms relief of such extension or renewal debtors and rules of Law governing specific performance, injunctive relief and other equitable remedies and (yiv) pay to assuming the holder 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 Note such amountsLaws to which Parent is subject or bound, and there is no action, suit, claim or legal, administrative or arbitral proceeding pending or, to the extent lawfulits knowledge, as shall be sufficient to pay the costs and expenses of collection threatened by or of otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 against it with respect to which the underlying obligation any of the Company transactions contemplated by this Section 10.21. [The remainder of this page is expressly stated to survive payment of any Note shall also survive payment of such Noteintentionally left blank.]

Parent Guaranty. The (a) Parent REIT hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company Seller’s obligations under this Agreement and the other Note Documents to any holder (including costs, expenses under Section 1.6 and taxesArticle VII) (such payments being herein collectively called collectively, the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default ) in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace event that Seller does not satisfy such obligations. This guaranty is valid and 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 will be promptly paid in full when due (whether at extended maturityforce and effect and constitutes the valid and binding obligation of Parent, by acceleration, by mandatory prepayment or otherwise) 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 renewal and (ymodification affects Seller’s obligations hereunder) pay to or any assumption without the holder consent of Buyer of any Note such amountsGuaranteed 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 this Agreement (except to the extent lawfulsuch 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 shall a guarantor hereunder. In connection with the foregoing, Parent waives all defenses and discharges it may have or otherwise be sufficient entitled to pay 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 costs transactions contemplated hereby and expenses of collection or of otherwise enforcing any that the waivers and agreements by Parent set forth in this Section 9.13(a) are knowingly made in contemplation of such holder’s rights under this Agreement, including reasonable counsel feesbenefits. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note.60

Parent Guaranty. The Subject to the provisions of this Section 6.11, Parent REIT hereby irrevocably, absolutely and unconditionally guarantees as primary obligors (a) the full and not as surety to each holder punctual payment of any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when amount due (whether at stated maturity, and payable by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company Seller under this Agreement and under each other Transaction Document to which Seller is a party, and (b) the timely satisfaction and performance of all of Seller’s covenants, agreements and obligations contained in this Agreement and each other Note Documents Transaction Document to which Seller is a party. Upon any holder (including costs, expenses and taxes) (failure by Seller to pay punctually or credit to the applicable Person any such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default amount referred to in the payment of any of the Guaranteed Obligations foregoing clause (after giving effect to all applicable grace and cure periodsa), the Parent REIT will (x) promptly shall, forthwith upon written demand of Buyer, pay the sameamount not so paid; provided however that any and all defenses or counterclaims available to Seller, 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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 including under this Agreement, including reasonable counsel feesany other Transaction Document or applicable Law, shall also be available to Parent. All Subject to the immediately preceding sentence, the obligations of the Parent REIT under this Section 13 6.11 shall be referred to as unconditional and absolute and, without limiting the “Parent Guaranty” and generality of the foregoing, shall survive the transfer not be released, discharged or otherwise affected by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Noteobligation of Seller, by operation of Law or otherwise, unless and to the extent Buyer consents to any such extension, renewal, settlement, compromise, waiver or release, (ii) any modification or amendment of or supplement to this Agreement or any Transaction Document to which Seller is a Party, (iii) any change in the corporate existence, structure or ownership of Seller, or any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Seller or its assets or any resulting release or discharge of any obligation of Seller, or (iv) the existence of any claim, set-off or other right which Parent may have at any time against Seller; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim. Any obligations of the Parent REIT Upon making any payment under this Section 13 6.11 with respect to which Seller, Parent shall be subrogated to the underlying obligation rights of the Company is payee against Seller with respect to such payment. Parent hereby expressly stated to survive waives all (A) presentments, (B) demands for payment or performance, (C) diligence, (D) demands of any Note shall also survive payment protest, dishonor, or reliance hereon, and (E) protests of such Notenonpayment.

Parent Guaranty. The Subject to the provisions of this Section 5.9, Parent REIT hereby irrevocably, absolutely and unconditionally guarantees as primary obligors (i) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the punctual payment of any of the Guaranteed Obligations (after giving effect to all applicable grace amount due and 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 will be promptly paid in full when due (whether at extended maturity, payable by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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 Seller under this Agreement, including reasonable counsel feesthose contained in ARTICLE VI, and under each other Transaction Document to which Seller is a party, and (ii) the timely satisfaction and performance of all of Seller’s covenants, agreements and obligations contained in this Agreement and each other Transaction Document to which Seller is a party. All Upon any failure by Seller to pay punctually any such amount referred to in the foregoing clause (i), Parent shall, forthwith on demand of Buyer, pay the amount not so paid; provided however that any and all defenses or counterclaims available to Seller, including under this Agreement, any other Transaction Document or applicable Law, shall also be available to Parent. Subject to the immediately preceding sentence, the obligations of the Parent REIT under this Section 13 5.9 shall be referred to as unconditional and absolute and, without limiting the “Parent Guaranty” and generality of the foregoing, shall survive the transfer not be released, discharged or otherwise affected by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Noteobligation of Seller, by operation of Law or otherwise, unless and to the extent Buyer consents to any such extension, renewal, settlement, compromise, waiver or release, (ii) any modification or amendment of or supplement to this Agreement or any Transaction Document to which Seller is a Party, (iii) any change in the corporate existence, structure or ownership of Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Seller or its assets or any resulting release or discharge of any obligation of Seller, or (iv) the existence of any claim, set-off or other right which Parent may have at any time against Seller; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim. Any obligations of the Parent REIT Upon making any payment under this Section 13 5.9 with respect to which Seller, Parent shall be subrogated to the underlying obligation rights of the Company is expressly stated payee against Seller with respect to survive payment of any Note shall also survive payment of such Notepayment.

Parent Guaranty. The To induce the Company, the Seller and the Trustee to enter into this Agreement, 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Seller and all other amounts from time to time owing the Trustee, and their respective successors and assigns, absolutely, unconditionally and irrevocably, the full, prompt and complete payment and performance by the Company under Buyer of all of the payment and performance obligations of the Buyer contained in this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Buyer Obligations”). The Parent REIT hereby acknowledges and agrees that, without any notice to, further agrees that if assent by, or loss of any right against the Company Parent, and without in any way affecting or releasing the liability of the Parent hereunder, the Seller may at any time agree with the Buyer to renew, extend, modify, compromise, settle or release any Buyer Obligations in whole or in part. The Parent waives any and all notice of the renewal, extension, modification or accrual of any Buyer Obligations or acceptance of this guarantee. This guarantee shall default be a continuing, absolute, irrevocable and unconditional guarantee of payment and performance and not merely of collection, and is in no way conditioned or contingent upon any attempt to collect from the Buyer or other party liable for any Buyer Obligations, enforce performance by 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 guarantee, 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 Guaranteed Buyer Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoeverotherwise, and that is so rescinded, restored or returned, all as though such payment had not been made. No failure on the part of the Seller or the Trustee to exercise, and no delay in the case exercising, any rights or power (including those hereunder) shall operate as a waiver thereof or a waiver of any extension of time of payment other rights or renewal power and shall in any way affect or impair this guarantee, nor shall any single or partial exercise by the Seller or the Trustee of any of the Guaranteed Obligations, the same will be promptly paid in full when due rights or power (whether at extended maturity, by acceleration, by mandatory prepayment including those hereunder) preclude any other further exercise thereof or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder exercise of any Note such amounts, to the extent lawful, as shall be sufficient other rights or power. The Parent hereby agrees to pay any and all reasonable attorneys’ fees and any other expenses and costs incurred by the costs and expenses of collection Seller or of otherwise the Trustee in enforcing the Buyer Obligations or any of such holder’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Noteguarantee.

Parent Guaranty. The Parent REIT hereby irrevocablyGuarantor irrevocably and unconditionally, absolutely jointly and unconditionally severally, guarantees as primary obligors (a) the due and not as surety punctual payment to each holder of any Note or Notes at any time outstanding the prompt payment in fullSeller, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment acceleration or otherwise) , of the principal all present and future debts, liabilities and obligations, direct or indirect, absolute or contingent, of Buyer 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, or the commencement of any insolvency reorganization or like proceeding, relating its Affiliates to the CompanySeller arising pursuant to, whether in respect of or not a claim for post-filing in connection with this Agreement or post-petition interest is allowed in such proceedingany Ancillary Agreement, which result from any failure by Buyer or its Affiliates to make timely payments to Seller as required hereunder or thereunder and (b) performance of, and compliance with, all other amounts from time to time owing by the Company obligations of Buyer and its Affiliates under this Agreement and the other Note Documents to any holder each Ancillary Agreement (including costscollectively, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The obligations of the Parent REIT Guarantor under this Section 2.5 shall constitute a present and continuing guarantee of payment and performance and not of collectability, and shall be absolute and unconditional. Without limiting the foregoing, the Parent Guarantor hereby further agrees that if waives, for the Company shall default benefit of Seller (i) any right to require Seller, as a condition of performance by the Parent Guarantor, to (A) proceed against Buyer or any other Person, or (B) pursue any other remedy in the payment power of Seller whatsoever; (ii) any defense [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. arising by reason of the incapacity, lack of authority or any disability or other defense of Buyer including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), or any agreement or instrument relating thereto or by reason of the Parent REIT will (x) promptly pay cessation of the same, without liability of Buyer from any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any cause other than complete performance of the Guaranteed Obligations, the same will ; (iii) (A) any principles or provisions of Law that are or might be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance conflict with the terms of such this Section 2.5 and any legal or equitable discharge of the Parent Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the Parent Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Seller protect, secure, perfect or insure any security interest or lien or any property subject thereto; (iv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Agreement or any Ancillary Agreement or any agreement or instrument related hereto or thereto and notices of any renewal, extension or renewal modification of the Guaranteed Obligations or any agreement related thereto, and (yv) pay to the holder fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of any Note such amountsor exonerate guarantors or sureties, to or that may conflict with the extent lawful, as shall be sufficient to pay terms of the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Guarantor hereunder. This Section 13 2.5 shall be referred binding upon, inure to as the “Parent Guaranty” benefit of, and shall survive be enforceable by the transfer successors and permitted assigns of any Note. Any obligations of Seller and the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteGuarantor.

Parent Guaranty. The Each Parent REIT hereby irrevocablyunconditionally guarantees, absolutely --------------- jointly and unconditionally guarantees as primary obligors severally, the due and punctual payment and performance of all obligations of Seller under this Article VI and Articles VIII and IX, subject to the limitations and restrictions contained therein. This guaranty is an irrevocable guaranty of payment (and not as surety to each holder just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any Note such guaranteed obligation by any other party or Notes at any time outstanding other act or event which might otherwise operate as a legal or equitable discharge of any Parent under this Section 6.7. Each Parent hereby waives all special suretyship defenses and notice requirements. This guaranty is in no way conditioned upon any requirement that Buyer first attempt to collect or enforce the prompt guaranteed obligation from or against Seller or any other Parent. So long as any obligation of Seller to Buyer under this Article VI or Articles VIII and IX remains unpaid or undischarged, each Parent hereby waives all rights to subrogation arising out of any payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) it pursuant to this Section 6.7. The obligations of each Parent hereunder shall be absolute and unconditional irrespective of the principal validity, legality or enforceability of this Agreement or any document related hereto, and Make-Whole Amount shall not be affected by or contingent upon (if anya) 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 bankruptcyliquidation or dissolution of, or the commencement merger or consolidation of Seller with or into any insolvency entity, or any sale or transfer by Seller of all or any part of its property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or like proceedingsimilar proceedings involving or affecting Seller, relating (c) any modification, alteration, amendment or addition of or to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations or (d) any disability or any other defense of the Parent REIT under this Section 13 shall be referred Seller or any other person and any other circumstance whatsoever (with or without notice to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment or knowledge of such NoteParent) which may or might in any manner or to any extent vary the risks of such Parent or might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise.

Parent Guaranty. The Parent REIT hereby irrevocably, absolutely and unconditionally guarantees guarantees, as primary obligors a guaranty of payment and performance and not merely as surety to each holder a guaranty of any Note or Notes at any time outstanding the collection, prompt payment in fullwhen due, in Dollars, when due (whether at stated maturity, by required prepayment, upon acceleration, by mandatory or optional prepayment demand or otherwise) of 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 all times thereafter, of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement existing and the other Note Documents to any holder (including future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the Administrative Agent, the L/C Issuers and taxes) the Lenders arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent, the L/C Issuers or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such payments being herein collectively called indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or the other Loan Parties under Debtor Relief Laws, and 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 Parent REIT hereby further agrees that if Administrative Agent’s books and records showing the Company shall default in the payment of any amount of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without shall be admissible in evidence in any demand action or notice whatsoeverproceeding, and that in shall be binding upon the case Parent, and conclusive (absent manifest error) for the purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts. This Parent Guaranty shall not, to the fullest extent lawfulpermitted 101 by applicable law, as shall be sufficient affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to pay the costs and expenses of collection or of Guaranteed Obligations which might otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel fees. All constitute a defense to the obligations of the Parent REIT under this Section 13 shall be referred Parent Guaranty other than the defense of payment in full in cash, and the Parent hereby irrevocably waives, to as the “Parent Guaranty” and shall survive the transfer of fullest extent permitted by applicable law, any Note. Any obligations defenses it may now have or hereafter acquire in any way relating to any or all of the Parent REIT under this Section 13 with respect to which foregoing other than the underlying obligation defense of the Company is expressly stated to survive payment of any Note shall also survive payment of such Notein full in cash.

Parent Guaranty. The To induce the Target and Sellers to enter into this Agreement, Parent REIT hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees as primary obligors and not as surety to each holder of any Note or Notes at any time outstanding the prompt payment in fullSellers, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of and Make-Whole Amount (if any) and interest on the Notes (including interest on any overdue principal terms and Make-Whole Amount (if any) conditions set forth herein, the due and interest at the Default Rate (if any) punctual payment, observance, performance and interest accruing at the then applicable rate provided in the Notes after the filing discharge of any petition in bankruptcy, or the commencement all of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company Buyer’s obligations under this Agreement until such time as the Closing has been fully consummated. To the fullest extent permitted by 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 other Note Documents to any holder (including costsSellers. Parent waives promptness, expenses diligence, notice of the acceptance, presentment, demand for payment, notice of non-performance, default, dishonor and taxes) (such payments being herein collectively called protest, notice of the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment incurrence of any of the Guaranteed Obligations (after giving effect foregoing 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 marshaling of assets of Parent or Buyer or any other Person interested in the transactions contemplated by this Agreement and all applicable grace suretyship defenses generally. Parent acknowledges that it will receive substantial direct and cure periods), indirect benefits from the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoever, transactions contemplated by this Agreement and that the waivers set forth in the case this Agreement are knowingly made in contemplation of any extension such benefits. The Parties have executed and delivered this Agreement and Plan of time of payment or renewal of any Merger as of the Guaranteed Obligationsdate first written above. Buyer: ATD MERGER SUB II LLC By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Vice President & Secretary Parent: Solely for the purposes of Article V and Section 11.18: AMERICAN TIRE DISTRIBUTORS, the same will be promptly paid INC. By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and General Counsel Target: HERCULES TIRE HOLDINGS LLC By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer and President Sellers’ Representative (in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal its capacity as a Seller and (y) pay to the 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 holderSeller’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note.Representative): FdG HERCULES HOLDINGS LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President EXHIBIT A

Parent Guaranty. The Parent REIT Parent, as primary obligor and not merely as surety, hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees as primary obligors the full and not as surety to each holder of any Note prompt payment, performance or Notes at any time outstanding the prompt payment in full, in Dollars, discharge when due of all obligations and liabilities (whether at stated maturityincluding, by accelerationwithout limitation, by mandatory or optional prepayment or otherwiseindemnities and fees) of the principal Buyer now existing or hereafter incurred under, arising out 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 or in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under connection with this Agreement and the other Note Documents to any holder (including costscollectively, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any All payments, performance and discharge of the Guaranteed Obligations (after giving effect by Parent under this Section 2.6 shall be subject to all applicable grace the same terms and cure periods)conditions as payments, performance and discharge of the Guaranteed Obligations by Buyer under this Agreement. Parent REIT will (x) promptly pay the same, without hereby waives notice of any demand obligation or notice whatsoeverliability to which this guaranty may apply, and that in the case waives presentment, demand of payment, protest, notice of dishonor or non-payment of any extension such obligation or liability, suit or taking of time other action by Seller against, and any other notice to any party liable thereon (including Parent). The obligations of payment 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 renewal 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 the Guaranteed Obligationsits rights and remedies under this Section 2.6 or this Agreement generally; (iii) any assignment by Seller or Buyer of their respective rights, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment interests or otherwise) obligations under this Agreement in accordance with the terms of such extension hereof; or renewal and (yiv) pay to the holder any sale, transfer or other disposition by Parent of any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection direct or of otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Noteindirect interest it may have in Buyer.

Parent Guaranty. (a) The Parent REIT hereby Guarantor, irrevocably, absolutely and unconditionally un-conditionally guarantees as a primary obligors obligor and not merely as surety to each holder of any Note or Notes at any time outstanding the Financing Parties the full and prompt payment in full, in Dollars, when due (whether at the stated maturity, by required prepayment, declaration, acceleration, by mandatory demand or optional prepayment otherwise pursuant to the terms of each Credit Agreement), without any demand or otherwisenotice whatsoever, of (x) of the principal of and Make-Whole Amount (of, premium, if any) , and interest on the Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (including interest on y) all other payment obligations (including, without limitation, obligations which, but for the effect of any overdue principal bankruptcy, insolvency, receivership or similar proceeding, would become payable), liabilities and Make-Whole Amount indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which the Borrower is a party (if any) including, without limitation, indemnities, fees and interest at the Default Rate thereon (if any) and including, without limitation, any interest accruing at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization bankruptcy, insolvency, receivership or like proceeding, relating to similar proceeding at the Companyrate provided for in each Credit Agreement, whether or not a claim for post-filing or post-petition 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 all other amounts from time to time owing the due performance and compliance by the Company Borrower with all of its payment obligations in all such Financing Documents (all such obligations under this Agreement and the other Note Documents to any holder clause (including costs, expenses and taxesa) (such payments being herein collectively called the “Guaranteed Obligations”). ; The Parent REIT hereby further Guarantor understands, agrees and confirms that if the Company shall default Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the payment of any full amount of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), against the Parent REIT will (x) promptly pay Guarantor without proceeding against the sameBorrower or against any security for the Guaranteed Obligations, without or under any demand other guaranty covering all or notice whatsoever, and that in the case of any extension of time of payment or renewal of any a portion of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms . This Parent Guaranty is a guaranty of such extension or renewal prompt payment and (y) pay to the holder performance and not 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Notecollection.

Parent Guaranty. The Parent REIT Corporation hereby irrevocably, absolutely and unconditionally guarantees as primary obligors to the holders from time to time of the Notes: (a) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes), (b) the full and prompt performance and observance by the Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Company under the terms of the Notes and this Agreement, and (c) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or this Agreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectibility of such payments and that in consequence thereof each holder of the Notes may sue the Parent Corporation directly upon such principal, xxterest and Make-Whole Amount (if any) becoming so due 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Notepayable.

Parent Guaranty. (a) The Parent REIT hereby irrevocablyGuarantor hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guarantees as primary obligors guaranties to the holders from time to time of the Notes: (i) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount and Swap Reimbursement Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount and Swap Reimbursement Amount (if any) and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and or interest at the Default Rate (if anyrate set forth in the Notes) and interest accruing at the then applicable rate provided on payment of additional amounts described in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) Section 13 and all other amounts from time to time owing by the Company under this Agreement and under the other Note Documents to any holder Notes (including including, without limitation, costs, expenses and taxes), (ii) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if full and prompt performance and observance by the Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Company under the terms of the Notes and this Agreement, and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall default have been expended or incurred in the payment protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity, or enforcement of any of the Guaranteed Obligations Notes or this Agreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount and Swap Reimbursement Amount (after giving effect if any) as and when the same are due and payable and shall not be deemed to all applicable grace and cure periods), be a guaranty only of the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoever, collectibility of such payments and that in the case of any extension of time of payment or renewal of any consequence thereof each holder of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of Notes may xxx the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” Guarantor directly upon such principal, interest and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteMake-Whole Amount and Swap Reimbursement Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent REIT Guarantor hereby irrevocably, absolutely guarantees the punctual payment and unconditionally guarantees as primary obligors and not as surety to each holder performance by Buyer of any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) all of Buyer’s obligations under this Agreement. Parent Guarantor hereby waives notice of the principal acceptance hereof, presentment, demand for payment, protest, notice 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 bankruptcyprotest, or the commencement any and all notice of any insolvency reorganization non-payment, non-performance or like proceedingnon-observance, relating or other proof, or notice or demand with respect to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company obligations guaranteed under this Agreement and the other Note Documents to any holder (including costs, expenses and taxesParagraph 10(m) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company guarantee provided for in this Paragraph 10(m) (this “Guarantee”) shall default remain and continue in the payment of full force and effect as to any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods)modification, 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 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay as a defense to the holder 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 (INCLUDING ANY RIGHTS OF SUBROGATION) APPLICABLE AGAINST SELLER ACCORDED TO PARENT GUARANTOR BY APPLICABLE LAW. Parent Guarantor agrees that the validity of this Guarantee and Parent Guarantor’s obligations under this Agreement shall in no way be terminated, affected or impaired by reason of (i) the assertion by Penn of any Note such amountsrights or remedies which Penn may have under or with respect to any of the other provisions of this Agreement (ii) the failure by Penn to exercise, or delay in exercising, any right or remedy which Penn may have hereunder or in respect to this Agreement; (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 which is required to be refunded pursuant to the extent lawful, as order of any court having jurisdiction over the bankruptcy or insolvency of Buyer; it being understood that no payment so refunded shall be sufficient to pay considered as a payment of any portion of the costs and expenses obligations guaranteed hereby, nor shall it have the effect of collection or reducing the liability of otherwise enforcing any of such holder’s rights Parent Guarantor under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note.

Parent Guaranty. Subject to the terms and conditions set forth in this Section 9.12, the Parent (i) hereby unconditionally guarantees the due and 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) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any such guaranteed obligations by any other party or any other act or event that might otherwise operate as a legal or equitable discharge of the Parent. The Parent REIT hereby irrevocably, absolutely and unconditionally guarantees as primary obligors and not as surety waives all its rights to each holder subrogation arising out of any Note payment or Notes performance by the Parent under this Parent Guaranty. The Parent hereby waives all its rights to subrogation arising out of any payment or performance by the Parent under this Parent Guaranty. The obligations of the Parent hereunder shall be 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 the Agreement. The Parent hereby waives all suretyship defenses and protest, notice of protest, demand for performance or diligence which the Parent may otherwise assert against the Purchaser. This Parent Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment performance of any of the Guaranteed Obligations (after giving effect obligations of the Seller under this Agreement 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 all public policy. If any of said waivers is determined to be contrary to any applicable grace law or public policy, such waivers shall be effective only to the extent permitted by law. Nothing in this Section 9.12 shall modify the survival periods applicable to matters set forth in Section 8 of this Agreement and 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 will be promptly paid limitations set forth in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms Section 8 of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations or the maximum liability of the Parent REIT under Seller as set forth in this Section 13 Agreement, all of which also shall be referred to as apply to, and similarly limit, the “Parent Guaranty” and shall survive the transfer of any NoteParent’s obligations. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note.* * * * *

Parent Guaranty. The To induce the Company to enter into this Agreement, Parent REIT hereby guarantees to the Company and its successors and assigns, absolutely, unconditionally and 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 (whether at stated maturity, prompt and complete payment and performance by acceleration, by mandatory or optional prepayment or otherwise) the Buyer of all of the principal payment and performance obligations 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 Buyer contained in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Buyer Obligations”). The Parent REIT hereby acknowledges and agrees that, without any notice to, further agrees that if assent by, or loss of any right against Parent, and without in any way affecting or releasing the Liability of Parent hereunder, the Company may at any time agree with the Buyer to renew, extend, modify, compromise, settle or release any Buyer Obligations in whole or in part. Parent waives any and all notice of the renewal, extension, modification or accrual of any Buyer Obligations or acceptance of this guarantee. This guarantee shall default be a continuing, absolute, irrevocable and unconditional guarantee of payment and performance, and not merely of collection, and is in no way conditioned or contingent upon any attempt to collect from the Buyer or other party liable for any Buyer Obligations, enforce performance by 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 guarantee, 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 Guaranteed Buyer Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoeverotherwise, and that 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 case full satisfaction of all the Buyer Obligations. No failure on the part of the Company to exercise, and no delay in exercising, any rights or power (including those hereunder) shall operate as a waiver thereof or a waiver of any extension of time of payment other rights or renewal power and shall in any way affect or impair this guarantee, nor shall any single or partial exercise by the Company of any of the Guaranteed Obligations, the same will be promptly paid in full when due rights or power (whether at extended maturity, by acceleration, by mandatory prepayment including those hereunder) preclude any other further exercise thereof or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder exercise of any Note such amounts, to the extent lawful, as shall be sufficient other rights or power. Parent hereby agrees to pay any and all reasonable attorneys’ fees and any other expenses and costs incurred by the costs and expenses of collection Seller Parties in enforcing the Buyer Obligations or of otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel feesguarantee. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note.(Signature Page Follows) * * * * * cxxiv

Parent Guaranty. The Parent REIT In order to induce the Lenders to extend credit to the Borrower hereunder, the Guarantor hereby irrevocably, absolutely and irrevocably and unconditionally guarantees guarantees, as a primary obligors obligor and not merely as surety to each holder of any Note or Notes at any time outstanding a surety, the prompt payment in full, in Dollars, when and as due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby Guarantor further agrees that if the Company shall default due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. The Guarantor waives presentment to, demand of payment from and protest to the payment Borrower of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantor hereunder shall not be affected by (after giving effect to all applicable grace and cure periods)a) the failure of the Administrative Agent, the Parent REIT will (x) promptly pay the same, without Issuing Bank or any Lender to assert any claim or demand or notice whatsoeverto enforce any right or remedy against the Borrower under the provisions of this Agreement, and that in the case of any other Loan Document or otherwise; (b) any extension of time of payment or renewal of any of the Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; (e) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Obligations; (f) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the same will be promptly paid payment by the Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (g) any other act, omission or delay to do any other act which may or might in full any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Guarantor to subrogation. The Guarantor further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of the Borrower or any other Person. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. The Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at extended any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, the Issuing Bank or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by mandatory after notice of prepayment or otherwise) in accordance with , the terms Guarantor hereby promises to and will, upon receipt of such extension written demand by the Administrative Agent, the Issuing Bank or renewal and (y) pay any Lender, forthwith pay, or cause to the holder of any Note such amountsbe paid, to the extent lawfulAdministrative Agent, as the Issuing Bank or any Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. The Guarantor further agrees that if payment in respect of any Obligation shall be sufficient to pay the costs due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreementif, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer by reason of any Note. Any obligations Change in Law, disruption of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive currency or foreign exchange markets, war or civil disturbance or other event, payment of such NoteObligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, disadvantageous to the Administrative Agent, the Issuing Bank or any Lender in any material respect, then, at the election of the Administrative Agent, the Guarantor shall make payment of such Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing Bank and any Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by the Guarantor of any sums as provided above, all rights of the Guarantor against the Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by the Borrower to the Administrative Agent, the Issuing Bank and the Lenders. Nothing shall discharge or satisfy the liability of the Guarantor hereunder except the full performance and payment in cash of the Obligations.

Parent Guaranty. The Parent REIT To induce Seller to enter into this Agreement, the undersigned sole stockholder of Buyer (the “Guarantor”) hereby irrevocablyunconditionally and irrevocably guarantees (the “Guaranty”), absolutely and unconditionally guarantees as primary obligors a principal and not as surety a surety, to each holder Seller and its successors and assigns all payment and performance obligations of Buyer arising hereunder and shall indemnify Seller for any Note 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 Notes 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 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 outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by time, without the Company consent of, or notice to, Guarantor, and without discharging Guarantor from its obligation hereunder: (a) amend, modify, alter or supplement this Agreement; (b) 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 Agreement 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 APPENDIX A TO STOCK PURCHASE AGREEMENT BY AND BETWEEN RADNET MANAGEMENT, INC. AND CML HEALTHCARE INC. _________ All references to Sections and Articles in this Appendix A shall be references to the other Note Documents to any holder (including costsSections and Articles set forth in that certain Stock Purchase Agreement, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods)dated November 7, 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 will be promptly paid in full when due (whether at extended maturity2011, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amountsbetween Buyer and Seller, to the extent lawful, as shall be sufficient to pay the costs which this Appendix A is attached and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to into which the underlying obligation of the Company it is expressly stated to survive payment of any Note shall also survive payment of such Noteincorporated.

Parent Guaranty. The Parent REIT hereby irrevocably, absolutely and unconditionally guarantees guarantees, as primary obligors a guaranty of payment and performance and not merely as surety to each holder a guaranty of any Note or Notes at any time outstanding the collection, prompt payment in fullwhen due, in Dollars, when due (whether at stated maturity, by required prepayment, upon acceleration, by mandatory or optional prepayment demand or otherwise) of 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 all times thereafter, of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement existing and the other Note Documents to any holder (including future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Administrative Agent and taxes) the Lenders arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such payments being herein collectively called indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or the other Loan Parties under Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if Administrative Agent’s books and records showing the Company shall default in the payment of any amount of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without shall be admissible in evidence in any demand action or notice whatsoeverproceeding, and that in shall be binding upon the case Parent, and conclusive (absent manifest error) for the purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts. This Parent Guaranty shall not, to the fullest extent lawfulpermitted by applicable Law, as shall be sufficient affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to pay the costs and expenses of collection or of Guaranteed Obligations which might otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel fees. All constitute a defense to the obligations of the Parent REIT under this Section 13 shall be referred Parent Guaranty other than the defense of payment in full in cash, and the Parent hereby irrevocably waives, to as the “Parent Guaranty” and shall survive the transfer of fullest extent permitted by applicable Law, any Note. Any obligations defenses it may now have or hereafter acquire in any way relating to any or all of the Parent REIT under this Section 13 with respect to which foregoing other than the underlying obligation defense of the Company is expressly stated to survive payment of any Note shall also survive payment of such Notein full in cash.

Parent Guaranty. The At any time on or after the Closing Date, Parent REIT hereby irrevocably, absolutely and unconditionally guarantees as primary obligors and not as surety to each holder is a guarantor of any Note Indebtedness (except Indebtedness incurred hereunder) of Borrower or Notes any of its Subsidiaries, and Parent does not execute and deliver the Parent Guaranty within the time period required by Section 5.9(f), or fails to take such other actions or deliver such other documents as are reasonably requested by the Administrative Agent in accordance with Section 5.9(f); THEN, (1)(a) upon the occurrence of any Event of Default described in Section 7.1(f) or 7.1(g), automatically, and (b) upon the occurrence of any other Event of Default (other than an Event of Default described in Section 7.1(c) relating to Section 6.1), at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Banks to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the prompt payment drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided that, the foregoing shall not affect in fullany way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may enforce any and all Liens and security interests created pursuant to Security Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 7.1(f) and 7.1(g) to pay) to Administrative Agent such additional amounts of cash, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time and (2) upon the occurrence of any Event of Default described in Section 7.1(c) relating to Section 6.1, at the request of (or with the consent of) Requisite Revolving Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having Revolving Commitments and the obligation of Issuing Banks to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in Dollarseach case without presentment, when due demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwiseI) of the unpaid principal amount of and Make-Whole Amount (if any) and accrued interest on the Notes Revolving Loans, (including interest on II) an amount equal to the maximum amount that may at any overdue principal and Make-Whole Amount time be drawn under all Letters of Credit then outstanding (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 regardless of whether any petition in bankruptcybeneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the commencement drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations related to the Revolving Commitments, Revolving Loans or Letters of Credit; provided that, the foregoing shall not affect in any insolvency reorganization or like proceeding, way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may enforce any and all rights and remedies relating to the CompanyRevolving Loans, whether Revolving Commitments or not a claim for post-filing or post-petition interest is allowed in such proceeding) Letters of Credit and upon the direction of Requisite Lenders may enforce any and all other Liens and security interests created pursuant to the Security Documents; and (D) Administrative Agent shall direct Borrower to pay to Administrative Agent such additional amounts from of cash, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time to time owing by and (3) upon the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment occurrence of any Event of Default described in Section 7.1(c) relating to Section 6.1, upon and after the exercise of a Financial Covenant Remedy, at the request of (or with the consent of) Requisite Term Lenders, upon notice to Borrower by Administrative Agent, (A) each of the Guaranteed Obligations following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (after giving effect to I) the unpaid principal amount of and accrued interest on the Term Loans, and (II) all applicable grace and cure periods)other Obligations; provided that, the Parent REIT will (x) promptly pay foregoing shall not affect in any way the same, without any demand or notice whatsoever, and that in the case obligations of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal Lenders under Section 2.3(e); and (yB) pay Administrative Agent may enforce any and all Liens and security interests created pursuant to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteSecurity Documents.

Parent Guaranty. The Parent REIT Guarantor hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees as primary obligors to Purchaser the full and not as surety to each holder prompt performance by Seller of any Note or Notes at any time outstanding the prompt payment in fulland all obligations of Seller under this Agreement. Guarantor agrees that its obligations pursuant to this Section 7.11 shall be a continuing, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) absolute and unconditional guaranty of the principal full and prompt performance by Seller 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company 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 other Note Documents to any holder validity, regularity or enforceability of this Agreement; (including costs, expenses and taxesb) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment absence of any of the Guaranteed Obligations (after giving effect action to all applicable grace and cure periods), the Parent REIT will (x) promptly pay enforce the same, without ; (c) any demand waiver or notice whatsoever, and that in consent by Seller concerning any provisions hereof; (d) the case rendering of any extension of time judgment against Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or renewal 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 of the Guaranteed Obligations, the same payments Seller is obligated to make hereunder will be promptly paid in full when due (whether at extended maturitymade to Purchaser without set-off or counterclaim. Guarantor waives diligence, by accelerationpresentment, by mandatory prepayment protest, demand for payment and notice of default or otherwise) in accordance nonpayment to or upon Seller with the terms of such extension or renewal and (y) pay respect to the holder obligations 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 Seller under this Agreement. This Section 7.11 shall continue to be effective if Seller merges or consolidates with or into another entity, including reasonable counsel feesloses its separate legal identity or ceases to exist. All Notwithstanding anything in this Agreement to the contrary, Guarantor’s guaranty of Seller’s obligations of the Parent REIT under provided for in this Section 13 shall be referred 7.11 is subject to as the “Parent Guaranty” and shall survive the transfer of is limited by any Note. Any limitations on Seller’s obligations of the Parent REIT under contained in this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteAgreement.

Parent Guaranty. The To induce the Seller to enter into this Agreement, Parent REIT hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees as primary obligors to the Seller (the “Guaranty”), on the terms and not as surety to each holder conditions set forth herein the due, full and punctual (i) payment of any Note amount payable by the Purchaser or Notes at any time outstanding amount due hereunder including Losses suffered or sustained by the prompt payment Seller as a result of or in full, in Dollars, when due connection with a breach of this Agreement by the Purchaser; and (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwiseii) performance of all of 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, or the commencement of any insolvency reorganization or like proceeding, relating Purchaser’s obligation pursuant to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder Ancillary Agreement (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guaranty is one of payment, not collection and Parent REIT hereby further 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 if the Company Guaranteed Obligations hereunder shall default 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 Guaranteed Obligations, to or from the Guaranty, this Agreement, or any related agreement or document; (iv) any change in the corporate existence, structure or ownership of the Purchaser or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Purchaser or any Person now or hereafter liable with respect to the Guaranteed Obligations; (vi) the existence of any claim, 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 (vii) 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 acceptance of the 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 (after giving effect other than notices expressly required to all applicable grace and cure periodsbe 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 require the Parent REIT will (x) promptly pay marshaling of assets of the same, without Purchaser or any demand or notice whatsoever, and that other Person interested in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, transactions contemplated by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Noteall suretyship defenses generally.

Parent Guaranty. (a) The Parent REIT hereby Guarantor, irrevocably, absolutely and unconditionally guarantees as a primary obligors obligor and not merely as surety to each holder of any Note or Notes at any time outstanding the Financing Parties the full and prompt payment in full, in Dollars, when due (whether at the stated maturity, by required prepayment, declaration, acceleration, by mandatory demand or optional prepayment or otherwiseotherwise pursuant to the terms of each Credit Agreement) of (x) the principal of and Make-Whole Amount (of, premium, if any) , and interest on the Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (including interest on any overdue principal y) all other payment obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and Make-Whole Amount indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which the Borrower is a party (if any) including, without limitation, indemnities, fees and interest at the Default Rate thereon (if any) and including, without limitation, any interest accruing at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization bankruptcy, insolvency, receivership or like proceeding, relating to similar proceeding at the Companyrate provided for in each Credit Agreement, whether or not a claim for post-filing or post-petition 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 all other amounts from time to time owing the due performance and compliance by the Company Borrower with all of its payment obligations in all such Financial Documents (all such principal, premium, interest, liabilities, indebtedness and obligations under this Agreement and the other Note Documents to any holder clause (including costs, expenses and taxesi) (such payments being herein collectively called the “Guaranteed Obligations”). ; The Parent REIT hereby further Guarantor understands, agrees and confirms that if the Company shall default Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the payment of any full amount of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), against the Parent REIT will (x) promptly pay Guarantor without proceeding against the sameBorrower or against any security for the Guaranteed Obligations, without or under any demand other guaranty covering all or notice whatsoever, and that in the case of any extension of time of payment or renewal of any a portion of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms . This Parent Guaranty is a guaranty of such extension or renewal prompt payment and (y) pay to the holder performance and not 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Notecollection.

Parent Guaranty. The Parent REIT hereby irrevocablyunconditionally and irrevocably Guarantees, absolutely and unconditionally guarantees as primary obligors obligor and not merely as surety surety, the complete and timely performance by Seller of its obligations under this Agreement, including, but not limited to, the complete and timely performance by Seller of its obligation to each holder of any Note or Notes at any time outstanding the prompt payment make payments in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) respect of 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, or the commencement of any insolvency reorganization or like proceeding, relating Purchased Receivables pursuant to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under terms of this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further acknowledges and agrees that if Purchaser may proceed directly against the Company shall default Parent in the payment event of nonperformance by Seller, for any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods)reason, 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. 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) presentment and demand concerning the same will 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 require that any action or proceeding be promptly paid in full when due (whether at extended maturitybrought against Seller or any other Person, by accelerationor to require that Purchaser seek enforcement of any performance against Seller or any other Person, by mandatory prepayment or otherwise) in accordance with prior to any action against Parent under the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note.

Parent Guaranty. The Parent REIT hereby irrevocablyrights, absolutely powers and unconditionally guarantees as primary obligors remedies given to Beneficiaries by this Guaranty are cumulative and not as surety shall be in addition to each holder and independent of all rights, powers and remedies given to Beneficiaries by virtue of any Note statute or Notes at any time outstanding rule of law or under the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory terms or optional prepayment or otherwise) provisions of the principal of Selected Revolving Lender Cash Management Services or any agreement between Guarantor and Make-Whole Amount (if any) one or more Beneficiaries or between any Subsidiary and interest on 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 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 further exercise of any petition such right, power or remedy. If any provision of this Guaranty is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty shall not be affected or impaired thereby and (b) the parties shall endeavor in bankruptcygood faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the commencement 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 insolvency reorganization or like proceedingother jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY, relating 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 Sections 1.02 and 1.05 of the Credit Agreement shall be applicable to this Agreement mutatis mutandis. This Guaranty shall inure to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any benefit of the Guaranteed Obligations (after giving effect 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 all applicable grace and cure periods)convert Original Currency into Other Currency, the Parent REIT will (x) promptly pay parties hereto agree, to the samefullest extent permitted by law, without any demand or notice whatsoever, and that in the case rate of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will exchange used shall be promptly paid in full when due (whether that at extended maturity, by acceleration, by mandatory prepayment or otherwise) which in accordance with normal banking procedures, the terms 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 such extension or renewal and (y) pay the Guarantor in respect of any sum due from it to the holder of Guarantied Party or any Note Beneficiary hereunder shall, notwithstanding any judgment in such amountsOther Currency, be discharged only to the extent lawfulthat on the Business Day following receipt by such Guarantied Party or Beneficiary of any sum adjudged to be so due in such Other Currency such Guarantied Party or Beneficiary may in accordance with normal banking procedures purchase the 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 notwithstanding any such judgment, to indemnify such Guarantied Party or Beneficiary against such loss, and if the Original Currency so purchased exceeds the sum originally due to such Guarantied Party or Beneficiary in the Original Currency, such Guarantied Party or Beneficiary shall be sufficient remit such excess to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteGuarantor.

Parent Guaranty. (a) The Parent REIT Guarantor hereby irrevocably, absolutely and unconditionally guarantees as primary obligors guaranties to the holders from time to time of the Notes: (i) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Parent Guarantor or the Company) and the Make-Whole Amount or Modified Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount or Modified Make-Whole Amount (if any) and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and or interest at the Default Rate (if anyrate set forth in the Notes) and interest accruing at the then applicable rate provided on payment of additional amounts described in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) Section 13 and all other amounts from time to time owing by the Company under this Agreement and under the other Note Documents to any holder Notes (including including, without limitation, costs, expenses and taxes), (ii) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if full and prompt performance and observance by the Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Company under the terms of the Notes and this Agreement, and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall default have been expended or incurred in the payment protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity, or enforcement of any of the Guaranteed Obligations Notes or this Agreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount or Modified Make-Whole Amount (after giving effect if any) as and when the same are due and payable and shall not be deemed to all applicable grace and cure periods), be a guaranty only of the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoever, collectibility of such payments and that in the case of any extension of time of payment or renewal of any consequence thereof each holder of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of Notes may xxx the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” Guarantor directly upon such principal, interest and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteMake-Whole Amount or Modified Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent REIT hereby irrevocablyagrees to take all actions necessary to cause Seller to perform all of its agreements, absolutely covenants 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company obligations under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”), including, without limitation, the obligations of Seller set forth in Article II, Article V and Article VIII of this Agreement (subject to such survivability periods and other limitations as set forth therein and elsewhere in this Agreement). The Parent REIT hereby 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 claim, any right to require any proceeding first against Seller, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 11.15. Parent further agrees that if the Company 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 default in not be affected by (i) the payment 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 failure 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 Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without any demand terms or notice whatsoever, and that in the case provisions of this Agreement or of any extension of time of payment or renewal 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 same will be promptly paid 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 full when 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 by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Parent, and no other proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (c) this Agreement has been duly executed and delivered by Parent and, assuming the due (whether at extended maturityexecution of this Agreement by the other Parties, by accelerationconstitutes a valid and binding obligation of Parent, by mandatory prepayment or otherwise) enforceable against Parent in accordance with the terms its terms, except as enforcement may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of such extension or renewal and (y) pay to the holder general application affecting enforcement 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 creditors’ rights under this Agreement, including reasonable counsel feesgenerally. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note.[Signature Page Follows]

Parent Guaranty. The Buyer Parent REIT hereby irrevocably, absolutely and unconditionally guarantees the 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 primary obligors a legal or equitable discharge of Buyer Parent under this Article X. 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, Buyer Parent hereby waives (but only with respect to BMR and not as surety to each holder any other parties) all rights to subrogation arising out of any Note 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 Notes 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 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 outstanding taken or omitted by BMR and, generally, all demands and notices of 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 be effective or shall be reinstated, as the prompt case may be, if at any time payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment performance of any of the Guaranteed Obligations (after giving effect obligations of 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 all applicable grace and 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 public policy. If any of the Guaranteed Obligationssaid waivers is determined to be contrary to any applicable law or public policy, the same will such waivers shall be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts, effective only 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Notepermitted by law.

Parent Guaranty. The Parent REIT hereby irrevocablyGuarantor irrevocably and unconditionally, absolutely jointly and unconditionally severally, guarantees as primary obligors (a) the due and not as surety punctual payment to each holder of any Note or Notes at any time outstanding the prompt payment in fullSeller, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment acceleration or otherwise) , of the principal all present and future debts, liabilities and obligations, direct or indirect, absolute or contingent, of Buyer 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, or the commencement of any insolvency reorganization or like proceeding, relating its Affiliates to the CompanySeller arising pursuant to, whether in respect of or not a claim for post-filing in connection with this Agreement or post-petition interest is allowed in such proceedingany Ancillary Agreement, which result from any failure by Buyer or its Affiliates to make timely payments to Seller as required hereunder or thereunder and (b) performance of, and compliance with, all other amounts from time to time owing by the Company obligations of Buyer and its Affiliates under this Agreement and the other Note Documents to any holder each Ancillary Agreement (including costscollectively, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The obligations of the Parent REIT Guarantor under this Section 2.5 shall constitute a present and continuing guarantee of payment and performance and not of collectability, and shall be absolute and unconditional. Without limiting the foregoing, the Parent Guarantor hereby further agrees that if waives, for the Company shall default benefit of Seller (i) any right to require Seller, as a condition of performance by the Parent Guarantor, to (A) proceed against Buyer or any other Person, or (B) pursue any other remedy in the payment power of Seller whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Buyer including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), or any agreement or instrument relating thereto or by reason of the Parent REIT will (x) promptly pay cessation of the same, without liability of Buyer from any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any cause other than complete performance of the Guaranteed Obligations, the same will ; (iii) (A) any principles or provisions of Law that are or might be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance conflict with the terms of such this Section 2.5 and any legal or equitable discharge of the Parent Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the Parent Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Seller protect, secure, perfect or insure any security interest or lien or any property subject thereto; (iv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Agreement or any Ancillary Agreement or any agreement or instrument related hereto or thereto and notices of any renewal, extension or renewal modification of the Guaranteed Obligations or any agreement related [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. thereto, and (yv) pay to the holder fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of any Note such amountsor exonerate guarantors or sureties, to or that may conflict with the extent lawful, as shall be sufficient to pay terms of the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including reasonable counsel fees. All obligations of the Parent REIT under this Guarantor hereunder. This Section 13 2.5 shall be referred binding upon, inure to as the “Parent Guaranty” benefit of, and shall survive be enforceable by the transfer successors and permitted assigns of any Note. Any obligations of Seller and the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteGuarantor.

Parent Guaranty. The To induce the Seller to enter into this Agreement, Parent REIT hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees as primary obligors to Seller (the “Guaranty”), on the terms and not as surety to each holder conditions set forth herein the due, full and punctual (i) payment of any Note amount payable by Buyer or Notes at any time outstanding the prompt payment in full, in Dollars, when amount due hereunder; and (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwiseii) performance of the principal all 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, or the commencement of any insolvency reorganization or like proceeding, relating Buyer’s obligation pursuant to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guaranty is one of payment, not collection and Parent REIT hereby further 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 Buyer or whether Buyer is joined in any such action or actions. Parent agrees that if the Company Guaranteed Obligations hereunder shall default not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay of Seller to assert any claim or demand or to enforce any right or remedy against Buyer; (ii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations; (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 (after giving effect other than notices expressly required to all applicable grace and cure periodsbe provided to Buyer pursuant to this Section 11(q)), all defenses which may be available by virtue of any stay, moratorium law or other similar law now or hereafter in effect, any right to require the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoevermarshaling of assets of Buyer, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Noteall suretyship defenses generally.

Parent Guaranty. The Parent REIT hereby irrevocably, absolutely guarantees to Seller the full and unconditionally guarantees as primary obligors and not as surety to each holder timely performance by Recipient of any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) all of the principal duties and obligations 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company Recipient under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called duties and obligations, the “Guaranteed Obligations”). The obligations of Parent REIT hereby further under this ‎Section 9.15 shall constitute a present and continuing guarantee of payment and performance and not merely of collectability. Parent agrees that if the Company shall default 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 (i) 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 time (including any extension of the time), place, or manner of payment or performance of any of the Guaranteed Obligations or any amendment or modification to, or waiver under, this Agreement or any other agreement evidencing, securing, or otherwise executed in connection with any of the Guaranteed Obligations; (after giving effect to all applicable grace and cure periodsiii) 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”), the Parent REIT will ; (xiv) promptly pay the same, without any demand or notice whatsoever, and that change in the case 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 extension other means Seller may have of time of obtaining payment or renewal 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 will be promptly paid in full when due extent as if Parent were the primary obligor (whether at extended maturity, by acceleration, by mandatory prepayment or otherwiseand not merely a surety) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT If at any time payment under this Section 13 shall Agreement is rescinded or must be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any otherwise restored or returned by Seller in connection with Recipient Bankruptcy Proceedings or otherwise, Parent’s obligations of the Parent REIT under this Section 13 hereunder with respect to which the underlying obligation of the Company is expressly stated to survive such payment of any Note shall also survive be reinstated upon such restoration or return being made by Seller, all as though such payment of such Notehad not been made.

Parent Guaranty. The Parent REIT hereby irrevocablyhereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guarantees as primary obligors guaranties to the holders from time to time of the Notes: (a) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and or interest at the Default Rate (if any) and interest accruing at the then applicable rate provided set forth in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingNotes) and all other amounts from time to time owing by the Company Issuer under this Agreement and under the other Note Documents to any holder Notes (including costsincluding, expenses without limitation, costs and taxesexpenses), (b) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if full and prompt performance and observance by the Company shall default in the payment Issuer of any each and all of the Guaranteed Obligations (after giving effect obligations, covenants and agreements required to all applicable grace and cure periods), be performed or observed by 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with Issuer under the terms of such extension or renewal the Notes and this Agreement and (yc) pay to the full and prompt payment, upon demand by any holder of any Note the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such amountsexpenses, to the extent lawfulif any, as shall be sufficient to pay have been expended or incurred in the costs and expenses protection or enforcement of collection any right or of otherwise enforcing any of such holder’s rights privilege under the Notes or this Agreement, including reasonable counsel feesincluding, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. All obligations The guaranty of the Parent REIT under this Section 13 shall be referred to Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the “Parent Guaranty” same are due and payable and shall survive the transfer of any Note. Any obligations not be deemed to be a guaranty only of the Parent REIT under this Section 13 with respect to which the underlying obligation collectability of such payments and therefore each holder of the Company is expressly stated to survive payment of any Note shall also survive payment of Notes may sxx the Parent directly upon such Noteprincipal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The (a)The Parent REIT hereby Guarantor, irrevocably, absolutely and unconditionally guarantees as a primary obligors obligor and not merely as surety to each holder of any Note or Notes at any time outstanding the Financing Parties the full and prompt payment in full, in Dollars, when due (whether at the stated maturity, by required prepayment, declaration, acceleration, by mandatory demand or optional prepayment or otherwiseotherwise pursuant to the terms of each Credit Agreement) of (x) the principal of and Make-Whole Amount (of, premium, if any) , and interest on the Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (including interest on any overdue principal y) all other payment obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and Make-Whole Amount indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which the Borrower is a party (if any) including, without limitation, indemnities, fees and interest at the Default Rate thereon (if any) and including, without limitation, any interest accruing at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization bankruptcy, insolvency, receivership or like proceeding, relating to similar proceeding at the Companyrate provided for in each Credit Agreement, whether or not a claim for post-filing or post-petition 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 all other amounts from time to time owing the due performance and compliance by the Company Borrower with all of its payment obligations in all such Financial Documents (all such principal, premium, interest, liabilities, indebtedness and obligations under this Agreement and the other Note Documents to any holder clause (including costs, expenses and taxesi) (such payments being herein collectively called the “Guaranteed Obligations”). ; The Parent REIT hereby further Guarantor understands, agrees and confirms that if the Company shall default Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the full amount of the 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) Additionally, the Parent Guarantor, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence in respect of the Guaranteed Obligations (after giving effect to all applicable grace and 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 Borrower of any of the events specified in Section 7.1(e)(Insolvency), Section 7.1(g) (Voluntary Insolvency Proceedings (Borrower)) of each Credit Agreement, and unconditionally, absolutely and irrevocably, promises to pay such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay Obligations to the 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, including reasonable counsel feesFinancing Parties on demand. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note3.

Parent Guaranty. The (a) Parent REIT hereby irrevocably, absolutely irrevocably 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) Buyer Indemnified Parties the due and all other amounts from time to time owing by the Company punctual payment and performance of Seller’s indemnification obligations under this Agreement and the other Note Documents to any holder (including costscollectively, expenses and taxes) (such payments being herein collectively called 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”). The Parent REIT hereby further agrees that if This Guaranty is, subject to the Company shall default in occurrence of a Default, an absolute, unconditional and continuing guarantee of the full and punctual payment of any and performance by Seller of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods)not of collection. Upon the occurrence of a Default, the obligations of Parent REIT will (x) promptly pay hereunder with respect to 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms underlying matter of such extension or renewal Default shall become immediately due and (y) pay payable to the holder of any Note such amountsapplicable Buyer Indemnified Party; provided that, to the extent lawfulParent is called upon to satisfy any Guaranteed Obligation on behalf of Seller, as Parent shall be sufficient to pay have all of the costs rights and expenses of collection or of otherwise enforcing any of defenses that Seller would have had Seller performed such holder’s rights obligation directly. Claims under this AgreementGuaranty may be made on one or more occasions. No failure on the part of any Buyer Indemnified Party to exercise, including reasonable counsel fees. All obligations of the Parent REIT under and no delay in exercising, any right, remedy or power pursuant to this Section 13 10.14 shall be referred to operate as the “Parent Guaranty” and a waiver thereof, nor shall survive the transfer any single or partial exercise by any Buyer Indemnified Party of any Note. Any obligations of the Parent REIT under right, remedy or power pursuant to this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment 10.14 preclude any other or future exercise of any Note shall also survive payment of such Noteright, remedy or power pursuant to this Section 10.14.

Parent Guaranty. The Parent REIT In consideration of IFM extending credit to Vascutech pursuant to the terms of the Subordinated Note, the undersigned, Vascutech, Inc., a corporation organized and existing under the laws of Delaware and the 100% parent of Vascutech (the "Guarantor"), hereby irrevocably, absolutely and unconditionally guarantees as primary obligors to IFM that Vascutech will duly and punctually pay or perform, at the place specified therefor, (i) all obligations under the Subordinated Note and the Transaction Documents (the "Obligations"), and (ii) without limitation of the foregoing, all fees, costs and expenses incurred by IFM in attempting to collect or enforce any of the foregoing (collectively the "Guaranteed Obligations"). This guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by Vascutech of the Guaranteed Obligations and not as surety of their collectibility only and is in no way conditioned upon any requirement that IFM first attempt to each holder of collect any Note or Notes at any time outstanding the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of 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, Guaranteed Obligations from Vascutech or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents resort to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the security or other means of obtaining payment of any of the Guaranteed Obligations Obligations. Upon the occurrence of an Event of Default under (after giving effect to all applicable grace and cure periods)as defined in) the Subordinated Note by Vascutech, the Parent REIT will (x) promptly pay Guaranteed Obligations shall, at the sameoption of IFM, become forthwith due and payable to IFM without any demand or notice whatsoever, and that in the case of any extension nature, all of time which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by IFM on any number of payment or renewal of any of occasions. The Guarantor further agrees, as the Guaranteed Obligationsprincipal obligor and not as a guarantor only, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) to pay to the holder of any Note such amountsIFM forthwith upon demand, in funds immediately available to the extent lawfulIFM, as shall be sufficient to pay the all reasonable costs and expenses of collection (including court costs and legal expenses) incurred or of otherwise enforcing any of such holder’s rights under expended by IFM in connection with this Agreement, including reasonable counsel fees. All obligations of guaranty and the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Noteenforcement thereof.

Parent Guaranty. The Parent REIT Guarantor hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees as primary obligors to Purchaser the full and not as surety to each holder prompt performance by Seller of any Note or Notes at any time outstanding the prompt payment in fulland all obligations of Seller under this Agreement. Guarantor agrees that its obligations pursuant to this Section 7.17 shall be a continuing, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) absolute and unconditional guaranty of the principal full and punctual performance by Seller 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, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Company 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 other Note Documents to any holder validity, regularity or enforceability of this Agreement; (including costs, expenses and taxesb) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment absence of any of the Guaranteed Obligations (after giving effect action to all applicable grace and cure periods), the Parent REIT will (x) promptly pay enforce the same, without ; (c) any demand waiver or notice whatsoever, and that in consent by Seller concerning any provisions hereof; (d) the case rendering of any extension of time judgment against Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or renewal 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 of the Guaranteed Obligations, the same payments Seller is obligated to make hereunder will be promptly paid in full when due (whether at extended maturitymade to Purchaser without set-off or counterclaim. Guarantor waives diligence, by accelerationpresentment, by mandatory prepayment protest, demand for payment and notice of default or otherwise) in accordance nonpayment to or upon Seller with the terms of such extension or renewal and (y) pay respect to the holder obligations 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 Seller under this Agreement. This Section 7.17 shall continue to be effective if Seller merges or consolidates with or into another entity, including reasonable counsel feesloses its separate legal identity or ceases to exist. All Notwithstanding anything in this Agreement to the contrary, Guarantor’s guaranty of Seller’s obligations of the Parent REIT under provided for in this Section 13 shall be referred 7.17 is subject to as the “Parent Guaranty” and shall survive the transfer of is limited by any Note. Any limitations on Seller’s obligations of the Parent REIT under contained in this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteAgreement.

Parent Guaranty. The (a)The Parent REIT hereby Guarantor, irrevocably, absolutely and unconditionally un-conditionally guarantees as a primary obligors obligor and not merely as surety to each holder of any Note or Notes at any time outstanding the Financing Parties the full and prompt payment in full, in Dollars, when due (whether at the stated maturity, by required prepayment, declaration, acceleration, by mandatory demand or optional prepayment otherwise pursuant to the terms of each Credit Agreement), without any demand or otherwisenotice whatsoever, of (x) of the principal of and Make-Whole Amount (of, premium, if any) , and interest on the Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (including interest on y) all other payment obligations (including, without limitation, obligations which, but for the effect of any overdue principal bankruptcy, insolvency, receivership or similar proceeding, would become payable), liabilities and Make-Whole Amount indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which the Borrower is a party (if any) including, without limitation, indemnities, fees and interest at the Default Rate thereon (if any) and including, without limitation, any interest accruing at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization bankruptcy, insolvency, receivership or like proceeding, relating to similar proceeding at the Companyrate provided for in each Credit Agreement, whether or not a claim for post-filing or post-petition 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 all other amounts from time to time owing the due performance and compliance by the Company Borrower with all of its payment obligations in all such Financing Documents (all such obligations under this Agreement and the other Note Documents to any holder clause (including costs, expenses and taxesa) (such payments being herein collectively called the “Guaranteed Obligations”). ; The Parent REIT hereby further Guarantor understands, agrees and confirms that if the Company shall default Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the full amount of the 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)Additionally, the Parent Guarantor, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence in respect of the Guaranteed Obligations (after giving effect to all applicable grace and 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 Borrower of any of the events specified in Section 7.1(e) (Insolvency), Section 7.1(g) (Voluntary Insolvency Proceedings) and Section 7.1(h) (Involuntary Insolvency Proceedings (Borrower)) of each Credit Agreement, and unconditionally, absolutely and irrevocably, promises to pay such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay Obligations to the holder of any Note Financing Parties upon 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, including reasonable counsel feesoccurrence. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Note3.

Parent Guaranty. Sellers and the Shareholder, jointly and --------------- severally, represent, warrant and covenant to the Parent and the Purchaser that (i) the total amount of principal, interest and other amounts owing by Needletex to The Parent REIT hereby irrevocablyCIT Group/Commercial Services, absolutely Inc. ("CIT") and unconditionally guarantees Imperial Bank ("Imperial"; and together with CIT, the "Lenders") 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal date hereof is not in excess of and Make-Whole Amount $1,600,000 (if anythe "CIT Indebtedness") and interest on $1,200,000 ("Imperial Indebtedness" and together with the Notes CIT Indebtedness, the "Bank Indebtedness"), respectively, and (including interest on ii) Needletex shall not incur any overdue principal and Make-Whole Amount indebtedness (if anyother than interest) and interest at the Default Rate (if any) and interest accruing at the then applicable rate provided in the Notes to either Lender after the filing of any petition in bankruptcy, or date hereof for so long as the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingGuaranties (as defined below) and all other amounts from time to time owing by the Company under this Agreement and the other Note Documents to any holder (including costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”)remain outstanding. The Parent REIT hereby further agrees to guaranty the Bank Indebtedness pursuant to guaranties in a form reasonably acceptable to the Parent (the "Guaranties"), provided that if each Lender has delivered to the Company Parent an agreement in a form reasonably acceptable to the Parent that (i) Needletex may sell substantially all of its assets to the Purchaser and that Needletex shall not be deemed in default in the payment of any or violation of the Guaranteed Obligations applicable loan documents by reason of such sale or by reason of Needletex's financial condition from and following such sale, (after giving effect ii) such Lender shall not permit Needletex to all incur any indebtedness (other than interest) while the applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without any demand or notice whatsoeverGuaranty is outstanding, and that (iii) the Lender shall not demand payment for Bank Indebtedness (other than interest and other than due to a default) until October 31, 2000 (in the case of any extension of time of payment or renewal of any the CIT Indebtedness) and January 31, 2001 (in the case of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such NoteImperial Indebtedness).

Parent Guaranty. (a) The Parent REIT hereby Guarantor, irrevocably, absolutely and unconditionally guarantees as a primary obligors obligor and not merely as surety to each holder of any Note or Notes at any time outstanding the Financing Parties the full and prompt payment in full, in Dollars, when due (whether at the stated maturity, by required prepayment, declaration, acceleration, by mandatory demand or optional prepayment or otherwiseotherwise pursuant to the terms of each Credit Agreement) of (x) the principal of and Make-Whole Amount (of, premium, if any) , and interest on the Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (including interest on y) all other payment obligations (including, without limitation, obligations which, but for the effect of any overdue principal bankruptcy, insolvency, receivership or similar proceeding, would become payable), liabilities and Make-Whole Amount indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which the Borrower is a party (if any) including, without limitation, indemnities, fees and interest at the Default Rate thereon (if any) and including, without limitation, any interest accruing at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization bankruptcy, insolvency, receivership or like proceeding, relating to similar proceeding at the Companyrate provided for in each Credit Agreement, whether or not a claim for post-filing or post-petition 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 all other amounts from time to time owing the due performance and compliance by the Company Borrower with all of its payment obligations in all such Financing Documents (all such principal, premium, interest, liabilities, indebtedness and obligations under this Agreement and the other Note Documents to any holder clause (including costs, expenses and taxesi) (such payments being herein collectively called the “Guaranteed Obligations”). ; The Parent REIT hereby further Guarantor understands, agrees and confirms that if the Company shall default Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the payment of any full amount of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), against the Parent REIT will (x) promptly pay Guarantor without proceeding against the sameBorrower or against any security for the Guaranteed Obligations, without or under any demand other guaranty covering all or notice whatsoever, and that in the case of any extension of time of payment or renewal of any a portion of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with the terms . This Parent Guaranty is a guaranty of such extension or renewal prompt payment and (y) pay to the holder performance and not 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, including reasonable counsel fees. All obligations of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Notecollection.

Parent Guaranty. The (a) Parent REIT hereby irrevocably, absolutely and unconditionally guarantees guarantees, as primary obligors a guaranty of payment and performance and not merely as surety to each holder a guaranty of any Note or Notes at any time outstanding the collection, prompt payment in fullwhen due, in Dollars, when due (whether at stated maturity, by required prepayment, upon acceleration, by mandatory or optional prepayment demand or otherwise) , and at all times thereafter, of the principal of Obligations, including all renewals, extensions, amendments, refinancings and Make-Whole Amount (if any) other modifications thereof and interest on all costs, attorneys’ fees and expenses incurred by the Notes (including interest on Agent and any overdue principal Lender in connection with the collection or enforcement thereof, and Make-Whole Amount (if any) and interest at 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 Default Rate (if any) and interest accruing at the then applicable rate provided in the Notes after the filing of Bankruptcy Code, any petition in 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 commencement of any insolvency reorganization United States or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts applicable jurisdictions from time to time owing in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by the Company or against any Borrower of any proceeding under this Agreement and the other Note Documents to any holder Debtor Relief Laws (including costscollectively, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if Agent’s and the Company shall default in Lenders’ books and records showing the payment of any amount of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without shall be admissible in evidence in any demand action or notice whatsoeverproceeding, and that in shall be binding upon Parent and conclusive for the case purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations. The guaranty under this §7.1 (this “Guaranty”) shall not be affected by the genuineness, validity, regularity or enforceability of the same will be promptly paid in full when due (whether at extended maturityGuaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by accelerationthe existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by mandatory prepayment any fact or otherwise) in accordance with the terms of such extension or renewal and (y) pay circumstance relating to the holder of any Note such amounts, Guaranteed Obligations which might otherwise constitute a defense to the extent lawful, as shall be sufficient to pay the costs and expenses obligations of collection or of otherwise enforcing any of such holder’s rights Parent under this AgreementGuaranty, including reasonable counsel fees. All obligations and Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of any Note shall also survive payment of such Noteforegoing.

Parent Guaranty. The Parent REIT hereby irrevocablyhereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guarantees as primary obligors guaranties to the holders from time to time of the Notes: (i) the full 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 (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make---Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make--Whole Amount (if any) and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and or interest at the Default Rate (if any) and interest accruing at the then applicable rate provided set forth in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingNotes) and all other amounts from time to time owing by the Company Issuer under this Agreement and under the other Note Documents to any holder Notes (including costsincluding, expenses without limitation, costs and taxesexpenses), (ii) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if full and prompt performance and observance by the Company shall default in the payment Issuer of any each and all of the Guaranteed Obligations (after giving effect obligations, covenants and agreements required to all applicable grace and cure periods), be performed or observed by 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 will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or otherwise) in accordance with Issuer under the terms of such extension or renewal the Notes and this Agreement and (yiii) pay to the full and prompt payment, upon demand by any holder of any Note the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such amountsexpenses, to the extent lawfulif any, as shall be sufficient to pay have been expended or incurred in the costs and expenses protection or enforcement of collection any right or of otherwise enforcing any of such holder’s rights privilege under the Notes or this Agreement, including reasonable counsel feesincluding, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. All obligations The guaranty of the Parent REIT under this Section 13 shall be referred to Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make--Whole Amount (if any) as and when the “Parent Guaranty” same are due and payable and shall survive the transfer of any Note. Any obligations not be deemed to be a guaranty only of the Parent REIT under this Section 13 with respect to which the underlying obligation collectability of such payments and therefore each holder of the Company is expressly stated to survive payment of any Note shall also survive payment of Notes may xxx the Parent directly upon such Noteprincipal, interest and Make--Whole Amount (if any) becoming so due and payable.