Common use of Subsidiary Guaranty Clause in Contracts

Subsidiary Guaranty. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. (a) Each The Borrower shall cause each Wholly-Owned Subsidiary which satisfies either of the Subsidiary Guarantors hereby, jointly following applicable conditions to execute and severally, unconditionally and irrevocably, guarantees deliver to the Noteholders for Administrative Agent a joinder to the ratable benefit Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Noteholders Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Indebtedness of another Person or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and their respective successors(ii) such Subsidiary, indorseesor any other Subsidiary that directly or indirectly owns any Capital Stock in such Subsidiary, transferees and assignsincurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the prompt Subsidiary Guaranty), the Borrower shall cause to be delivered to the Administrative Agent the organizational documents, certificates of good standing, resolutions and complete payment a legal opinion regarding such Subsidiary Guarantor, all in form and performance substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Company when due (whether at Borrower under Section 4.1(ii). At the stated maturitytime any Subsidiary becomes a Subsidiary Guarantor, by acceleration or otherwise) the Borrower shall be deemed to make to the Administrative Agent and the Lenders all of the Note Purchase representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the Obligationsother Loan Documents to the extent they apply to such Subsidiary Guarantor. (b) Anything herein or in any other Note Document From time to time, the Borrower may request, upon not less than two (2) Business Days prior written notice to the contrary notwithstandingAdministrative Agent, the maximum liability of each that a Subsidiary Guarantor hereunder be released from the Subsidiary Guaranty, and under upon receipt of such request the other Note Documents Administrative Agent shall in no event exceed the amount which can be guaranteed by release, such Subsidiary Guarantor under applicable federal and state laws relating from the Subsidiary Guaranty so long as: (i) such Subsidiary Guarantor is not, or immediately upon its release will not be, required to be a party to the insolvency Subsidiary Guaranty under the immediately preceding subsection (a), (ii) no Unmatured Default or Default will exist immediately following such release; and (iii) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of debtors (the date of such release and immediately after giving effect to such release, except to the right of contribution established extent any such representation or warranty is stated to relate solely to an earlier date (in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of which case such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty representation or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty warranty shall have been satisfied by payment true and correct on and as of such earlier date) and except for changes in full. (e) No payment made factual circumstances not prohibited under the Loan Documents. Delivery by the Company, Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any date of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue giving of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment such request and as of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect date of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability effectiveness of such Subsidiary Guarantor hereunder until request) are true and correct with respect to such request. The Administrative Agent shall execute such documents and instruments as the Obligations are paid in fullBorrower may reasonably request, and at the Borrower’s sole cost and expense, to evidence such release.

Subsidiary Guaranty. (a) Each The Borrower shall cause each Wholly-Owned Subsidiary of Borrower which satisfies either of the Subsidiary Guarantors hereby, jointly following applicable conditions to execute and severally, unconditionally and irrevocably, guarantees deliver to the Noteholders for Administrative Agent a joinder to the ratable benefit Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary) within 10 Business Days of such Noteholders Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Recourse Indebtedness of another Person or (y)(i) such Subsidiary owns an Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and their respective successors(ii) such Subsidiary, indorseesor any other Subsidiary of the Borrower that directly or indirectly owns any Capital Stock in such Subsidiary, transferees and assignsincurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse Indebtedness. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the prompt Subsidiary Guaranty), the Borrower shall cause to be delivered to the Administrative Agent the organizational documents, certificates of good standing, and complete payment and performance resolutions (and, if requested by the Company when due (whether at Administrative Agent a legal opinion) regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the stated maturityAdministrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1(ii). At the time any Subsidiary becomes a Subsidiary Guarantor, by acceleration or otherwise) the Borrower shall be deemed to make to the Administrative Agent and the Lenders all of the Note Purchase representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the Obligationsother Loan Documents to the extent they apply to such Subsidiary Guarantor. (b) Anything herein or in any other Note Document From time to time, the Borrower may request, upon not less than two (2) Business Days prior written notice to the contrary notwithstandingAdministrative Agent, the maximum liability of each that a Subsidiary Guarantor hereunder be released from the Subsidiary Guaranty, and under upon receipt of such request the other Note Documents Administrative Agent shall in no event exceed the amount which can be guaranteed by release, such Subsidiary Guarantor under applicable federal and state laws relating from the Subsidiary Guaranty so long as: (i) such Subsidiary Guarantor is not, or immediately upon its release will not be, required to be a party to the insolvency Subsidiary Guaranty under the immediately preceding subsection (a), (ii) no Unmatured Default or Default will exist immediately following such release; and (iii) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of debtors (the date of such release and immediately after giving effect to such release, except to the right of contribution established extent any such representation or warranty is stated to relate solely to an earlier date (in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of which case such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty representation or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty warranty shall have been satisfied by payment true and correct on and as of such earlier date) and except for changes in full. (e) No payment made factual circumstances not prohibited under the Loan Documents. Delivery by the Company, Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the Subsidiary Guarantorsdate of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent shall execute such documents and instruments as the Borrower may reasonably request, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder and at the Borrower’s sole cost and expense, to evidence such release. Nothing in this Section 6.26(b) shall authorize the release of Parent from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullSpringing Guaranty.

Subsidiary Guaranty. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether Obligations hereunder shall at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can all times be guaranteed by Fostxx Xxxxxxx XXX Corporation, Fostxx Xxxxxxx Xxxrgy International, Inc. and Fostxx Xxxxxxx Xxxrgy Corporation by the execution and delivery of this Agreement by such Subsidiaries. If at the end of any fiscal quarter of the Borrower, (i) the assets of the Guarantors constitute less than 90% of the consolidated domestic total assets of the Borrower and its consolidated Subsidiaries or (ii) the net income for such fiscal quarter of the Guarantors constitute less than 90% of the consolidated domestic net income of the Borrower and its consolidated Subsidiaries for such quarter, then the Borrower shall designate (x) one or more Material Domestic Subsidiaries and (y) to the extent the designation provided in clause (x) does not make up the short-fall in clause (i) or (ii) above, one or more other domestic Subsidiaries, so that assets and net income of such one or more Material Domestic Subsidiaries and such one or more other domestic Subsidiaries, together with such item of the existing Guarantors, constitute 90% of the consolidated domestic total assets and net income, respectively of the Borrower and its consolidated Subsidiaries. The Borrower shall deliver to the Administrative Agent, together with the Quarterly Compliance Certificate required under Section 5.01(c), a schedule setting forth the assets and net income of each Guarantor and the consolidated domestic assets and the consolidated domestic net income of the Borrower and its consolidated Subsidiaries. If a Material Domestic Subsidiary or any other domestic Subsidiary is required to become a Guarantor, unless the Required Lenders otherwise agree, the Borrower shall, promptly (i) cause such Subsidiary Guarantor under applicable federal to execute a Subsidiary Guaranty Agreement, (ii) cause such Subsidiary to deliver documentation similar to that described in Sections 4.01(b) and state laws (d) relating to the insolvency authorization for, execution and delivery of, and validity of debtors (after giving effect such Subsidiary's obligations as a Guarantor under the Guaranty in form and substance satisfactory to the right Administrative Agent. Except as otherwise required or permitted by the Indenture, the Guarantors' obligations under the Guaranty shall at all times be secured by the pledge of contribution established the "Collateral" (as defined in the Pledge Agreement) pursuant to the Pledge Agreement. Without limiting the restrictions set forth in Section 3). (c) Each Subsidiary 6.07, a merger of a Guarantor agrees that into the Obligations may at any time and from time to time exceed Borrower or into another Guarantor shall not constitute a violation of this Section 5.15 so long as the amount Guaranty of the liability surviving entity, in the case of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereundera merger into another Guarantor, remains in effect. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. As promptly as possible but in any event within thirty (a30) Each of days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary Guarantors herebyor any Subsidiary qualifies independently as, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance or is designated by the Company when due or the Administrative Agent as, a Material Domestic Subsidiary (whether at including, without limitation, upon the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability formation of any Subsidiary Guarantor hereunder which shallthat is a Division Successor), notwithstanding any the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such payment Person and shall cause each such Material Domestic Subsidiary (other than any payment made SPV) (to the extent such Subsidiary is not already a Borrower or a Subsidiary Guarantor) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such joinder to the Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that, notwithstanding the foregoing (or any limitation set forth in the definition of “Subsidiary Guarantor”, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower, an additional or co-borrower, guarantor or otherwise, for or in respect of any Indebtedness under the 2019 Senior Notes, the 2021 Senior Notes, any 2024 Senior Notes or any other Material Indebtedness (other than any SPV with respect to any Permitted Securitization Indebtedness) to concurrently therewith to become a Subsidiary Guarantor hereunder, provided, further, that notwithstanding anything contained in this Section 5.10 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of this Agreement and the Obligations Loan Documents to the extent (x) such Foreign Subsidiary’s obligations under all Material Indebtedness consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary (a “Foreign Guarantee”) and (y) such Foreign Subsidiary does not guarantee or otherwise become liable at any payment received time, whether as a borrower or collected from such Subsidiary Guarantor an additional or co-borrower or otherwise, for or in respect of Indebtedness of the Company or any Domestic Subsidiary under any Material Indebtedness. Notwithstanding the foregoing to the contrary, to the extent that the Administrative Agent and the Company reasonably agree that the cost or other consequences (including tax consequences) of providing a Guarantee of the Obligations by a Subsidiary is likely to be excessive in relation to the value to be afforded thereby, such Subsidiary shall not be required to Guarantee the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Schedule 4, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (aother than Excluded Subsidiaries) Each to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that is initially not required to join in a Subsidiary Guaranty because it was an Excluded Subsidiary is later not precluded from doing so, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. Such Subsidiaries shall join in the Subsidiary Guaranty on a monthly basis on the fifth (5th) day of each calendar month by delivery to the Agent of a single joinder executed by all Subsidiaries (other than Excluded Subsidiaries) that have been acquired or formed or been released from Excluded Subsidiary Status during the preceding calendar month (the “Monthly Subsidiary Guaranty Joinder”). The delivery by Borrower to the Administrative Agent of the Monthly Subsidiary Guarantors hereby, jointly Guaranty Joinder shall be deemed a representation and severally, unconditionally warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and irrevocably, guarantees authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. If at any time the Borrower expects in good faith that any Subsidiary which then is a party to the Noteholders for Subsidiary Guaranty during the ratable benefit following month either will be incurring Secured Indebtedness that will prohibit the continuation of its liability under the Subsidiary Guaranty or will be liquidating all of its assets and applying all of the proceeds of such Noteholders and their respective successorsliquidation in accordance with its organizational documents, indorsees, transferees and assigns, then such Subsidiary will automatically be released from its obligations under the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement Subsidiary Guaranty and the Obligations. (b) Anything herein or in any other Note Document Borrower will deliver to the contrary notwithstanding, the maximum liability Agent a list of each Subsidiary Guarantor hereunder and all such Subsidiaries that have been released from their obligations under the other Note Documents Subsidiary Guaranty in conjunction with the Monthly Subsidiary Guaranty Joinder. Such automatic release shall in no event exceed become effective upon the amount which can be guaranteed by date that such Subsidiary Guarantor under applicable federal incurs such Secured Indebtedness or so liquidates all of its assets and state laws relating to so applies the insolvency of debtors (after giving effect to the right of contribution established in Section 3)proceeds. (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. (a) Each Subject to the other provisions of this Section 1, upon the failure of Borrower to pay any of the Subsidiary Guarantors herebyGuarantied Obligations when and as the same shall become due, jointly and severallyeach Guarantor will upon demand pay, unconditionally and irrevocablyor cause to be paid, guarantees in cash, to the Noteholders Guarantied Party for the ratable benefit of such Noteholders and their respective successorsBeneficiaries, indorsees, transferees and assigns, an amount equal to the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) aggregate of the Note Purchase Agreement and the unpaid Guarantied Obligations. (b) Anything herein or contained in any other Note Document this Guaranty to the contrary notwithstanding, the maximum liability obligations of each Subsidiary Guarantor hereunder under this Guaranty and under the other Note Loan Documents shall in no event exceed the be limited to a maximum aggregate amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating equal to the insolvency largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of debtors Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the right Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to Borrower or other affiliates of Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of Subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 1(b), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution established in Section 3)of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. (c) Each Subsidiary Guarantor agrees under this Guaranty, and each guarantor under other guaranties, if any, relating to the Credit Agreement (the "RELATED GUARANTIES") that contain a contribution provision similar to that set forth in this Section 1(c), together desire to allocate among themselves (collectively, the Obligations may at "CONTRIBUTING GUARANTORS"), in a fair and equitable manner, their obligations arising under this Guaranty and the Related Guaranties. Accordingly, in the event any time and payment or distribution is made on any date by a Guarantor under this Guaranty or a guarantor under a Related Guaranty, each such Guarantor or such other guarantor shall be entitled to a contribution from time each of the other Contributing Guarantors in the maximum amount permitted by law so as to time exceed maximize the aggregate amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunderGuarantied Obligations paid to Beneficiaries. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Exhibit C, which includes the owners of each Unencumbered Property, along with all other current subsidiaries of the Borrower, excluding only the Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) concurrently with the delivery of each compliance certificate required to be delivered pursuant to Section 6.1(d), with respect to each Subsidiary which (x) is acquired or formed (other than Excluded Subsidiaries) during the most recent fiscal quarter period covered by such compliance certificate or (y) was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary but shall subsequently not be precluded from doing so during such most recent fiscal quarter and (ii) within five (5) Business Days after the date any Subsidiary has any Recourse Indebtedness or Guarantee Obligations with respect to the Term Loan Agreement, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty; it being understood and agreed, for purposes of clarity, that nothing in this sentence shall permit the treatment of any Eligible Unencumbered Property as an Unencumbered Property, or the inclusion of the value attributable to such Eligible Unencumbered Property in Unencumbered Pool Value, until such a joinder to the Subsidiary Guaranty has been so executed and delivered to the Administrative Agent by the Subsidiary owning such Eligible Unencumbered Property. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and in the case of any Subsidiary which is the owner of an Unencumbered Property, shall be in good standing in the state in which such Property is located. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and in the case of a Subsidiary which is the owner of an Unencumbered Property, is in good standing in the state in which such Property is located. From time to time Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter time as may be agreed by the Administrative Agent), that a Subsidiary Guarantor be released from the Subsidiary Guaranty, which release (the “Release”) shall be effected by the Administrative Agent if all of the following conditions are satisfied as of the date of such Release: (a) Each of Borrower shall have delivered a compliance certificate showing pro forma compliance with the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees covenants set forth in herein after giving effect to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations.Release; (b) Anything herein or in any other Note Document to Substantially concurrently with the contrary notwithstandingRelease, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to shall have no outstanding Recourse Indebtedness or Guarantee Obligations in respect of the insolvency of debtors Term Loan Agreement; and (c) If after giving effect to such Release the right resulting reduction in the Unencumbered Pool Value and Unencumbered Pool NOI would cause a breach of contribution established either Section 6.17(e) or Section 6.17(f), Borrower shall have repaid such Advances, if any, as may be required to reduce the outstanding Advances to the maximum amount of Advances that can be outstanding without creating such a breach of Section 6.17(e) or Section 6.17(f). In connection with a Release, Borrower shall deliver to the Administrative Agent a certificate from Borrower’s chief executive officer or chief financial officer regarding the matters referred to in Section 3the immediately preceding clauses (a). , (b) and (c). Notwithstanding the foregoing, the Administrative Agent shall not be obligated to release any such Subsidiary from the Subsidiary Guaranty if (i) Each such Subsidiary Guarantor agrees owns any Unencumbered Properties that the Obligations may at any time are not being so released from such status or (ii) a Default or Unmatured Default has occurred and from time to time exceed the amount is then continuing. In addition, effective as of the liability date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent, the release of such all Subsidiary Guarantor hereunder without impairing this Guarantors from the Subsidiary Guaranty other than those which have outstanding Recourse Indebtedness or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Guarantee Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the ObligationsGuaranty), remain liable for which release shall be effected by the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullAdministrative Agent so long as no Default or Unmatured Default shall have occurred and be then continuing.

Subsidiary Guaranty. As promptly as possible but in any event within thirty (a30) Each of days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary Guarantors herebyor any Subsidiary qualifies independently as, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance or is designated by the Company when due or the Administrative Agent as, a Material Domestic Subsidiary or a Material Foreign Subsidiary (whether at including, without limitation, upon the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability formation of any Subsidiary Guarantor hereunder which shallthat is a Division Successor), notwithstanding any the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such payment Person and shall cause each such Material Domestic Subsidiary and/or Material Foreign Subsidiary (other than any payment made by SPV) (to the extent such Subsidiary is not already a Borrower or a Subsidiary Guarantor) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of thereof, such joinder to the Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that, notwithstanding the foregoing (or any limitation set forth in the definition of “Subsidiary Guarantor”, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower, an additional or co-borrower, Guarantor or otherwise, for or in respect of any Indebtedness under the Existing Senior Notes, the Senior Notes or any other Material Indebtedness (other than any SPV with respect to any Permitted Securitization Indebtedness) to concurrently therewith to become a Subsidiary Guarantor hereunder. For the Avoidance of any doubt, no Foreign Subsidiary shall be required to Guarantee the Obligations of a U.S. Loan Party (other than for the avoidance of any doubt, such Obligations of a Foreign Obligor which may also be Guaranteed by a U.S. Loan Party) or any payment received other Domestic Subsidiary. Notwithstanding the foregoing to the contrary, to the extent that the Administrative Agent and the Company reasonably agree that the cost or collected from other consequences (including tax consequences) of providing a Guarantee of the Obligations by a Subsidiary is likely to be excessive in relation to the value to be afforded thereby, such Subsidiary Guarantor in respect of shall not be required to Guarantee the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. (a) Each Subsidiary Guarantor of the Subsidiary Guarantors herebyCompany, that in accordance with the terms of any Series of Securities issued hereunder pursuant to any supplemental indenture relating to such Securities is required to become a party to this Indenture as a Guarantor, upon execution of a supplemental indenture, hereby jointly and severally, unconditionally and irrevocably, guarantees to each Holder of a Security of a Series authenticated and delivered by the Noteholders for Trustee and to the ratable benefit of such Noteholders Trustee and their respective successors, indorsees, transferees its successors and assigns, irrespective of the prompt validity and complete payment and performance by enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest, if any, on, the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest, if any on, the Securities, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, that same shall be promptly paid in full when due (or performed in accordance with the terms of the extension or renewal, whether at the stated maturityStated Maturity, by acceleration or otherwise) . Failing payment when due of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Note Purchase Agreement Subsidiary Guarantors shall be jointly and severally obligated to pay the Obligationssame immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Anything herein Each Subsidiary Guarantor hereby agrees that its Obligations with regard to this Subsidiary Guaranty shall be absolute and unconditional, irrespective of the validity or in enforceability of the Securities or the Obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver, modification or indulgence granted to the Company with respect to the same by the Holders or the Trustee, the recovery of any judgment against the Company or any other Note Document obligor with respect to this Indenture, the Securities or the Obligations of the Company under this Indenture or the Securities, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the contrary notwithstandingextent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (i) any right to require any of the Trustee, the maximum liability Holders or the Company (each a "Benefited Party"), as a condition of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed payment or performance by such Subsidiary Guarantor Guarantor, to (1) proceed against the Company, any other guarantor (including any other Subsidiary Guarantor) of the Obligations under the Subsidiary Guaranties or any other Person, (2) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (4) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the Subsidiary Guaranties or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the Obligations under the Subsidiary Guaranties; (iii) any defense based upon any statute or rule of law which provides that the Obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Benefited Party's errors or omissions in the administration of the Obligations under the Subsidiary Guaranties, except behavior which amounts to bad faith; (v) (1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guaranties and any legal or equitable discharge of such Subsidiary Guarantor's Obligations hereunder, (2) the benefit of any statute of limitations affecting such Subsidiary Guarantor's liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or Lien on any Property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guaranties, notices of default under the Securities or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guaranties or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable federal law, the benefits of any "One Action" rule; and state laws relating to (viii) any defenses or benefits that may be derived from or afforded by law which limit the insolvency liability of debtors (after giving effect to or exonerate guarantors or sureties, or which may conflict with the right terms of contribution established the Subsidiary Guaranties. Each Subsidiary Guarantor hereby covenants that its Subsidiary Guaranty shall not be discharged except as provided in Section 3)10.05 or by complete performance of the Obligations contained in its Subsidiary Guaranty and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations may at any time and from time to time exceed the amount Guaranteed hereby until payment in full of the liability of such all Obligations Guaranteed hereby. Each Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Companyfurther agrees that, any of as between the Subsidiary Guarantors, any on the one hand, and the Holders and the Trustee, on the other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from hand, (i) the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment maturity of the Obligations shall Guaranteed hereby may be deemed to modify, reduce, release or otherwise affect accelerated as provided in Article 6 for the liability purposes of any this Subsidiary Guarantor hereunder which shallGuaranty, notwithstanding any stay, injunction or other prohibition preventing such payment (other than any payment made by such Subsidiary Guarantor acceleration in respect of the Obligations Guaranteed hereby and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Obligations (whether or any payment received or collected from not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purpose of this Subsidiary Guaranty. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guaranty shall be entitled to a contribution from each other Subsidiary Guarantor and the Company in respect a pro rata amount based on the proportion that the net worth of the Obligations), remain liable for Company or the Obligations up relevant Subsidiary Guarantor represents relative to the maximum liability aggregate net worth of such the Company and all of the Subsidiary Guarantor hereunder until the Obligations are paid in fullGuarantors combined.

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Exhibit C, which includes the owners of each Unencumbered Property, along with all other current subsidiaries of the Borrower, excluding only the Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) concurrently with the delivery of each compliance certificate required to be delivered pursuant to Section 6.1(d), with respect to each Subsidiary which (x) is acquired or formed (other than Excluded Subsidiaries) during the most recent fiscal quarter period covered by such compliance certificate or (y) was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary but shall subsequently not be precluded from doing so during such most recent fiscal quarter and (ii) within five (5) Business Days after the date any Subsidiary has any Recourse Indebtedness or Guarantee Obligations with respect to the Revolving Credit Agreement, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty; it being understood and agreed, for purposes of clarity, that nothing in this sentence shall permit the treatment of any Eligible Unencumbered Property as an Unencumbered Property, or the inclusion of the value attributable to such Eligible Unencumbered Property in Unencumbered Pool Value, until such a joinder to the Subsidiary Guaranty has been so executed and delivered to the Administrative Agent by the Subsidiary owning such Eligible Unencumbered Property. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and in the case of any Subsidiary which is the owner of an Unencumbered Property, shall be in good standing in the state in which such Property is located. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and in the case of a Subsidiary which is the owner of an Unencumbered Property, is in good standing in the state in which such Property is located. From time to time Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter time as may be agreed by the Administrative Agent), that a Subsidiary Guarantor be released from the Subsidiary Guaranty, which release (the “Release”) shall be effected by the Administrative Agent if all of the following conditions are satisfied as of the date of such Release: (a) Each of Borrower shall have delivered a compliance certificate showing pro forma compliance with the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees covenants set forth in herein after giving effect to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations.Release; and (b) Anything herein or in any other Note Document to Substantially concurrently with the contrary notwithstandingRelease, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to shall have no outstanding Recourse Indebtedness or Guarantee Obligations in respect of the insolvency of debtors Revolving Credit Agreement; and (c) If after giving effect to such Release the right resulting reduction in the Unencumbered Pool Value and Unencumbered Pool NOI would cause a breach of contribution established either Section 6.17(e) or Section 6.17(f), Borrower shall have repaid such Advances, if any, as may be required to reduce the outstanding Advances to the maximum amount of Advances that can be outstanding without creating such a breach of Section 6.17(e) or Section 6.17(f). In connection with a Release, Borrower shall deliver to the Administrative Agent a certificate from Borrower’s chief executive officer or chief financial officer regarding the matters referred to in Section 3the immediately preceding clauses (a). , (b) and (c). Notwithstanding the foregoing, the Administrative Agent shall not be obligated to release any such Subsidiary from the Subsidiary Guaranty if (i) Each such Subsidiary Guarantor agrees owns any Unencumbered Properties that the Obligations may at any time are not being so released from such status or (ii) a Default or Unmatured Default has occurred and from time to time exceed the amount is then continuing. In addition, effective as of the liability date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent, the release of such all Subsidiary Guarantor hereunder without impairing this Guarantors from the Subsidiary Guaranty other than those which have outstanding Recourse Indebtedness or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Guarantee Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the ObligationsGuaranty), remain liable for which release shall be effected by the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullAdministrative Agent so long as no Default or Unmatured Default shall have occurred and be then continuing.

Subsidiary Guaranty. 15.1. The Subsidiary Guarantor hereby absolutely, irrevocably and unconditionally guarantees prompt, full and complete payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of (a) Each the principal of and interest on the Subsidiary Guarantors herebyAdvances made by the Lenders to, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for Notes held by the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assignsLenders of, the prompt Borrower and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any all other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and amounts from time to time exceed owing to the amount Lenders by the Borrower under this Agreement, the Notes and the other Loan Documents, including without limitation all Obligations of the liability Borrower (solely for purposes of such this Article XV, collectively referred to as the "Guaranteed Debt"). This is a ---------- guaranty of payment, not a guaranty of collection. 15.2. The Subsidiary Guarantor waives notice of the acceptance of this Article XV (solely for purposes of this Article XV, referred to as the ---------- ---------- "Guaranty") and of the extension or incurrence of the Guaranteed Debt or any part thereof. The Subsidiary Guarantor further waives all setoffs and counterclaims and presentment, protest, notice, filing of claims with a court in the event of receivership, bankruptcy or reorganization of the Borrower, demand or action on delinquency in respect of the Guaranteed Debt or any part thereof, including any right to require the Agent or any Lender to xxx the Borrower, other person obligated with respect to the Guaranteed Debt or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Debt or any part thereof. 15.3. The Subsidiary Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder without impairing this Subsidiary Guaranty shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or affecting recoupment whatsoever (all of which are hereby expressly waived by it to the rights and remedies fullest extent permitted by law), whether by reason of any Noteholder hereunder. claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Debt or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (d) This any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any person or entity with respect to the Guaranteed Debt or any part thereof; (e) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the Agent or any Lender might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (g) any change of ownership of the Borrower or the insolvency, bankruptcy or any other change in the legal status of the Borrower; (h) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (i) the failure of the Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Debt or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (j) the existence of any claim, setoff or other rights which the Subsidiary Guaranty Borrower may have at any time against the Borrower in connection herewith or with any unrelated transaction; (k) the Agent's or a Lender's election, in any case or proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Borrower, as debtor in possession, under section 363 or 364 of the Bankruptcy Code; (m) the disallowance of all or any portion of the Agent's or a Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the Bankruptcy Code; or (n) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of the Subsidiary Guarantor from its obligations hereunder, all whether or not the Subsidiary Guarantor shall remain have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this paragraph. It is ----------------------- agreed that the Subsidiary Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Debt or any part thereof and that the Subsidiary Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by the Borrower of the Guaranteed Debt in the manner agreed upon between the Agent, the Lenders and the Borrower. 15.4. Credit may be granted or continued from time to time by the Agent and/or any Lender to the Borrower without notice to or authorization from the Subsidiary Guarantor regardless of the Borrower's financial or other condition at the time of any such grant or continuation. Neither the Agent nor any Lender shall have any obligation to disclose or discuss with the Subsidiary Guarantor its assessment of the financial condition of the Borrower. 15.5. Until the irrevocable payment in full of the Obligations and termination of all commitments which could give rise to any Obligation, the Subsidiary Guarantor shall not have any right of subrogation with respect to the Guaranteed Debt and hereby waives any right to enforce any remedy which the Agent and/or any Lender now has or may hereafter have against the Borrower, any endorser or any other guarantor of all or any part of the Guaranteed Debt, and the Borrower hereby waives any benefit of, and any right to participate in, any security or collateral given to the Agent and/or the Lenders to secure payment of the Guaranteed Debt or any part thereof or any other liability of the Borrower to the Agent and/or the Lenders. 5.6. The Subsidiary Guarantor authorizes the Agent and the Lenders to take any action or exercise any remedy with respect to any collateral from time to time securing the Guaranteed Debt, which the Agent and Lenders in their sole discretion (but subject, as applicable, to the terms of this Agreement and of any documentation pursuant to which a Lien in such collateral is granted) shall determine, without notice to the Subsidiary Borrower. Notwithstanding any reference herein to any collateral securing any of the Guaranteed Debt, it is acknowledged that, on the date hereof, neither the Borrower nor any of its Subsidiaries has granted, or has any obligation to grant, any security interest in or other lien on any of its property as security for the Guaranteed Debt. 15.7. In the event the Agent and/or the Lenders in their sole discretion elects to give notice of any action with respect to any collateral securing the Guaranteed Debt or any part thereof, ten (10) days' written notice mailed to the Subsidiary Guarantor by ordinary mail at the address shown hereon shall be deemed reasonable notice of any matters contained in such notice. The Subsidiary Borrower consents and agrees that neither the Agent nor any Lender shall be under any obligation to xxxxxxxx any assets in favor of the Subsidiary Borrower or against or in payment of any or all of the Guaranteed Debt. 15.8. In the event that acceleration of the time for payment of any of the Guaranteed Debt is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, or otherwise, all such amounts shall nonetheless be payable by the Subsidiary Guarantor forthwith upon demand by the Agent. The Subsidiary Guarantor further agrees that, to the extent that the Borrower makes a payment or payments to the Agent or any Lender on the Guaranteed Debt, or the Agent or a Lender receive any proceeds of collateral securing the Guaranteed Debt, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to the Borrower, its estate, trustee, receiver, debtor in possession or any other party, including, without limitation, the Subsidiary Borrower, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect until all as of the Obligations date when such initial payment, reduction or satisfaction occurred. 15.9. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by the Agent or any Lender of any right, power or remedy shall preclude any further exercise thereof; nor shall any amendment, supplement, modification or waiver of any of the terms or provisions of this Guaranty be binding upon the Agent or any Lender, except as expressly set forth in a writing duly signed and delivered by the Agent and the Lenders. The failure by the Agent or any Lender at any time or times hereafter to require strict performance by the Subsidiary Borrower or the Borrower of any of the provisions, warranties, terms and conditions contained in any promissory note, security agreement, agreement, guaranty, instrument or document now or at any time or times hereafter executed pursuant to the terms of, or in connection with, this Agreement by the Subsidiary Borrower or the Borrower and delivered to the Agent or any Lender shall not waive, affect or diminish any right of the Agent or any Lender at any time or times hereafter to demand strict performance thereof, and such right shall not be deemed to have been waived by any act or knowledge of the Agent or any Lender, its agents, officers or employees, unless such waiver is contained in an instrument in writing duly signed and delivered by the Agent or such Lender. No waiver by the Agent or any Lender of any default shall operate as a waiver of any other default or the same default on a future occasion, and no action by the Agent or any Lender permitted hereunder shall in any way affect or impair the Agent or such Lender's rights or powers, or the obligations of each the Subsidiary Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any Guaranteed Debt owing by the Borrower or the Subsidiary Guaranty Borrower to the Agent and the Lenders shall be conclusive and binding on the Subsidiary Guarantor irrespective of whether the Subsidiary Borrower was a party to the suit or action in which such determination was made. 15.10. Subject to the provisions of Section 15.8, this guaranty shall ------------ continue in effect until this Agreement has terminated, the Guaranteed Debt has been paid in full and the other conditions of this guaranty have been satisfied by payment in fullsatisfied. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. (a) Each Subject to the provisions of the this Article 11, each Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit each Holder of such Noteholders a Note authenticated and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance delivered by the Company Trustee and to the Trustee that: (i) the principal of, premium, if any, interest on and Liquidated Damages, if any, with respect to the Notes will be duly and punctually paid in full when due (due, whether at the stated maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Note Purchase Agreement Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any such obligations with respect to the Notes, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. This Subsidiary Guaranty is a present and continuing guaranty of payment and performance, and not of collectibility. Accordingly, failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations under its Subsidiary Guaranty shall be absolute and unconditional, irrespective of any invalidity, irregularity or unenforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor or any other obligor under the Notes, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guaranty is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company or any other obligor under the Notes, any right to require a proceeding first against the Company or any such obligor, protest, notice and all demands whatsoever and covenants that its Subsidiary Guaranty will not be discharged except by complete performance the obligations contained in the Notes, this Indenture and its Subsidiary Guaranty. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, each Subsidiary Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Xxxxxxxxx xxxther agrees that, as between it, on the one hand, and the Obligations. Holders of Notes and the Trustee, on the other hand, (bi) Anything herein or in any other Note Document subject to the contrary notwithstandingthis Article 11, the maximum liability maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of each Subsidiary Guarantor hereunder and under Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the other Note Documents shall in no event exceed the amount which can be obligations guaranteed by this Subsidiary Guaranty, and (ii) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of its Subsidiary Guaranty. Upon the effectiveness of any acceleration of the obligations guaranteed by this Subsidiary Guaranty the Trustee shall promptly make a demand for payment of such obligations by each Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount this subsidiary Guaranty. The obligations of the liability of such Subsidiary Guarantor hereunder without impairing Guarantors under this Subsidiary Guaranty or affecting the rights shall be joint and remedies of any Noteholder hereunder. (d) This several. Each Subsidiary Guaranty shall remain in full force and effect until and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Obligations Company's assets, and shall, to the obligations fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of each the Notes are, pursuant to applicable law, rescinded, or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under such Subsidiary Guarantor's Subsidiary Guaranty by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Subsidiary Guaranty. Each Subsidiary Guaranty may be modified from time to time, without the consent of the Holders, to reflect such fraudulent conveyance savings provisions, net worth or maximum amount limitations as to recourse or similar provisions as are set forth in, and after giving effect to, any guaranty by any Subsidiary Guarantor of any Senior Indebtedness with respect to the Company Credit Facility as such guaranty may be amended or otherwise modified from time to time, PROVIDED that no such modification of this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise adversely affect the liability of Holders in any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of or shall disadvantage the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up Holders relative to the maximum liability holders of Indebtedness of such Subsidiary Guarantor hereunder until with respect to the Obligations are paid in full.Company Credit Facility. E-2 105

Subsidiary Guaranty. (a) Each Subject to the provisions of the this Article 11, each Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit each Holder of such Noteholders a Note authenticated and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance delivered by the Company Trustee and to the Trustee that: (i) the principal of, premium, if any, interest on and Liquidated Damages, if any, with respect to the Notes will be duly and punctually paid in full when due (due, whether at the stated maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Note Purchase Agreement Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any such obligations with respect to the Notes, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. This Subsidiary Guaranty is a present and continuing guaranty of payment and performance, and not of collectibility. Accordingly, failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations under its Subsidiary Guaranty shall be absolute and unconditional, irrespective of any invalidity, irregularity or unenforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor or any other obligor under the Notes, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guaranty is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company or any other obligor under the Notes, any right to require a proceeding first against the Company or any such obligor, protest, notice and all demands whatsoever and covenants that its Subsidiary Guaranty will not be discharged except by complete performance the obligations contained in the Notes, this Indenture and its Subsidiary Guaranty. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, each Subsidiary Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 000 Xxxxxxxxx xxxther agrees that, as between it, on the one hand, and the Obligations. Holders of Notes and the Trustee, on the other hand, (bi) Anything herein or in any other Note Document subject to the contrary notwithstandingthis Article 11, the maximum liability maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of each Subsidiary Guarantor hereunder and under Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the other Note Documents shall in no event exceed the amount which can be obligations guaranteed by this Subsidiary Guaranty, and (ii) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of its Subsidiary Guaranty. Upon the effectiveness of any acceleration of the obligations guaranteed by this Subsidiary Guaranty the Trustee shall promptly make a demand for payment of such obligations by each Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount this subsidiary Guaranty. The obligations of the liability of such Subsidiary Guarantor hereunder without impairing Guarantors under this Subsidiary Guaranty or affecting the rights shall be joint and remedies of any Noteholder hereunder. (d) This several. Each Subsidiary Guaranty shall remain in full force and effect until and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Obligations Company's assets, and shall, to the obligations fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of each the Notes are, pursuant to applicable law, rescinded, or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under such Subsidiary Guarantor's Subsidiary Guaranty by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Subsidiary Guaranty. Each Subsidiary Guaranty may be modified from time to time, without the consent of the Holders, to reflect such fraudulent conveyance savings provisions, net worth or maximum amount limitations as to recourse or similar provisions as are set forth in, and after giving effect to, any guaranty by any Subsidiary Guarantor of any Senior Indebtedness with respect to the Company Credit Facility as such guaranty may be amended or otherwise modified from time to time, PROVIDED that no such modification of this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise adversely affect the liability of Holders in any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of or shall disadvantage the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up Holders relative to the maximum liability holders of Indebtedness of such Subsidiary Guarantor hereunder until with respect to the Obligations are paid in full.Company Credit Facility. 102

Subsidiary Guaranty. (a) Each of the Subsidiary Guarantors herebyhereby jointly and severally guarantees to each Lender Party and each other Indemnified Party, as primary obligor and not as surety, the prompt payment of all Subsidiary Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the Subsidiary Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, unconditionally promptly pay the same, without any demand or notice whatsoever, and irrevocably, guarantees to that in the Noteholders for case of any extension of time of payment or renewal of any of the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assignsSubsidiary Guaranteed Obligations, the prompt and complete payment and performance by the Company same will be promptly paid in full when due (whether at the stated extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of the Note Purchase Agreement and the Obligationssuch extension or renewal. (b) Anything Notwithstanding any provision to the contrary contained herein or in any other Note Loan Document or any Rate Protection Agreement or in any document or agreement relating to or on account of any Secured Bank Product, (i) the contrary notwithstanding, the maximum liability obligations of each Subsidiary Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the other Note Documents applicable Debtor Relief Laws, and (ii) the Subsidiary Guaranteed Obligations of any Subsidiary Guarantor shall in no event exceed the amount which can be guaranteed by exclude any Excluded Swap Obligations with respect to such Subsidiary Guarantor; and (iii) with respect to each Subsidiary Guarantor that gives a mortgage on property in the State of Alabama (each an “AL Guarantor”), the guaranty obligations of each such AL Guarantor under applicable federal and state laws relating this Agreement with respect to the insolvency Subsidiary Guaranteed Obligations of debtors (after giving effect the other Loan Parties, including the obligation of the Borrower to pay the right Loan, are contingent upon the Borrower or such other Loan Party failing to pay or perform the applicable obligation or the occurrence of contribution established any Default or Event of Default described in Section 3)8.1.7. (c) The obligations of the Subsidiary Guarantors under Section 9.1(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or Rate Protection Agreements or documents or agreements relating to or on account of any Secured Bank Product, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any Law or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 9.1(c) that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Subsidiary Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Rate Protection Agreement, any document or agreements relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Rate Protection Agreement, any document or agreement relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product shall be waived or otherwise modified or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be added, released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the Administrative Agent or any other Lender Party or Indemnified Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; (v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor); (vi) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower or any other Loan Party against any Lender Party or other Indemnified Party; or (vii) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party or such Subsidiary Guarantor, including as a result of any proceedings of the nature referred to in Section 8.1.7. With respect to its obligations hereunder, each Subsidiary Guarantor hereby expressly waives diligence, promptness, presentment, demand of payment, protest, notice of acceptance and all other notices whatsoever, and any requirement that the Administrative Agent or any other Lender Party or Indemnified Party exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Rate Protection Agreement, any documents or agreements relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (d) Each Subsidiary Guarantor hereby irrevocably waives to the extent permitted by applicable Law and until such time as all of the Guaranteed Obligations shall have been paid in full in cash and the Commitments have irrevocably terminated, any claim or other rights which it may now or hereafter acquire against the Borrower or any other Loan Party that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations under this Section 9.1 or any other Loan Document or any Rate Protection Agreement or any documents or agreements relating to or on account of any Secured Bank Product, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, and any right to participate in any claim or remedy of any Lender Party or other Indemnified Party against the Borrower or any other Loan Party or any collateral which any Lender Party or other Indemnified Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract or Law. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for, the Lender Parties and other Indemnified Parties, and shall forthwith be paid to the Administrative Agent on behalf of the Lender Parties and Indemnified Parties to be credited and applied against the Subsidiary Guaranteed Obligations, whether matured or unmatured. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this Section 9.1(d) is knowingly made in contemplation of such benefits. (e) The obligations of the Subsidiary Guarantors under this Section 9.1 shall continue to be effective or shall be automatically reinstated, as the case may be, if and to the extent that for any reason any payment by or on behalf of any Person in respect of any of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Subsidiary Guarantor agrees that it will indemnify the Administrative Agent and each other Lender Party or Indemnified Party on demand for all reasonable costs and expenses (including, without limitation, the reasonable, documented or invoiced, out-of-pocket fees, charges and disbursements of counsel) incurred by the Administrative Agent or such Lender Party or Indemnified Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law. (f) Each Subsidiary Guarantor agrees that such Subsidiary Guarantor shall have no right of recourse to security for any of the Guaranteed Obligations, except through the exercise of rights of subrogation pursuant to Section 9.1(d) and through the exercise of rights of contribution pursuant to Section 9.3. (g) The Subsidiary Guarantors agree that, to the fullest extent permitted by applicable Law, as between the Subsidiary Guarantors, on the one hand, and the Administrative Agent, the other Lender Parties and Indemnified Parties, on the other hand, the Subsidiary Guaranteed Obligations may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have become automatically due and payable in the circumstances provided Section 8.2) for purposes of Section 9.1(a) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing any of the Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or any of the Guaranteed Obligations being deemed to have become automatically due and payable), the Subsidiary Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Subsidiary Guarantors for purposes of Section 9.1(a). The Subsidiary Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Security Agreement, Pledge Agreement, Mortgages, and the other Loan Documents and that the Lender Parties may exercise their remedies thereunder in accordance with the terms thereof. (h) The guarantee in this Section 9.1 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all of the Subsidiary Guaranteed Obligations whenever arising. (i) Each of the Borrower and the Subsidiary Guarantors that is a Qualified ECP Guarantor at the time the Guaranty in Section 9.1(a) by any time Subsidiary Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably guarantees to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time exceed to honor all of its obligations under the Loan Documents to which such Loan Party is a party with respect to such Swap Obligations which are permitted Rate Protection Agreements under the Credit Agreement that would, in the absence of the agreement in Section 7.1.17(b) or this Section 9.1(i), otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Loan Party’s obligations and undertakings under Section 7.1.17(b) or this Section 9.1(i) voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The guaranty of the liability of such Borrower and the Subsidiary Guarantor hereunder without impairing Guarantors under this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (dSection 9.1(i) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall Guaranteed Obligations have been satisfied by payment indefeasibly paid and performed in full. (e) No payment made by full and the Company, any of Commitments have expired or been terminated. The Borrower and the Subsidiary GuarantorsGuarantors intend this Section 9.1(i) to constitute, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations and this Section 9.1(i) shall be deemed to modifyconstitute, reducea guarantee of the obligations of, release and a “keepwell, support, or otherwise affect other agreement” for the liability benefit of, each Loan Party with respect to the permitted Rate Protection Agreements for all purposes of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment the Commodity Exchange Act. (j) This Section 9.1 and the other provisions of this Agreement (other than any payment made by such Subsidiary Guarantor Section 9.2) amend and restate the Existing Guarantees of CatchMark HBU, CatchMark TRS, CatchMark TRS Subsidiary, CatchMark Texas GP and CatchMark Texas LP in respect their entirety. The amendment and restatement of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect Existing Guarantees of the Obligations), remain liable for applicable Subsidiary Guarantors by this Section 9.1 and the Obligations up to other provisions of this Agreement (other than Section 9.2) shall not constitute a novation or termination of the maximum liability obligations and covenants of such Subsidiary Guarantor hereunder until thereunder, but shall constitute an amendment and restatement of the Obligations are paid in fullobligations and covenants of such Subsidiary Guarantor under the Existing Guarantees to which it is a party and each such Subsidiary Guarantor hereby reaffirms all such obligations and covenants under the Existing Guarantees to which is it’s a party as amended and restated hereby.

Subsidiary Guaranty. The Borrower will take, and will cause its Subsidiaries to take, such actions as are reasonably necessary or as the Bank may reasonably request (aincluding delivery of authorization documents and customary opinions of counsel) Each so that as of the Subsidiary Guarantors herebyClosing Date, jointly and severally, unconditionally and irrevocably, guarantees at all times thereafter (subject to the Noteholders for proviso below), all of the ratable benefit Borrower's obligations hereunder are guaranteed by Subsidiaries (other than Foreign Subsidiaries) that, in the aggregate together with the Borrower, own 90% or more of such Noteholders the consolidated assets of the Borrower and their respective successorsits Subsidiaries (excluding Foreign Subsidiaries) and earned 90% or more of the consolidated revenues of the Borrower and its Subsidiaries (excluding Foreign Subsidiaries) during the most recent period of four consecutive fiscal quarters (excluding the revenues of any Subsidiary or business unit which has been divested or liquidated on or prior to any date of determination), indorsees, transferees in each case pursuant to the Subsidiary Guaranty. The Term Loan Subsidiary Guaranty shall cease to be effective upon the payment in full of the principal and assignsinterest on the Note and all other payments due under this Term Loan Agreement. In addition, the prompt and complete payment and performance by the Company when due (whether at the stated maturityTerm Loan Subsidiary Guaranty shall, by acceleration or otherwise) without any further action of the Note Purchase Bank or any holder of the Note, cease to be effective on the first date on which the Credit Agreement and Guaranty (or any replacement thereof) ceases to be effective (a "Credit Agreement Guaranty Termination") provided, however, that the Obligations. foregoing release shall be effective only if each Subsidiary Guaranty ceases to be effective by its terms upon a Credit Agreement Guaranty Termination. In addition, if at any time any person which is a Subsidiary Guarantor is released from its obligations under the Credit Agreement Guaranty (bor any replacement thereof) Anything herein then such person shall, without any further action of the Bank or in any other Note Document to the contrary notwithstandingholder of the Note, be released from the maximum liability Term Loan Subsidiary Guaranty; provided however, that the foregoing release shall be effective only if such person is concurrently released from its obligations under the terms of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by Guaranty upon such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3)Credit Agreement Guaranty release. (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Schedule 2, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. If a Subsidiary that is initially not required to join in a Subsidiary Guaranty because it was an Excluded Subsidiary is later not precluded from doing so, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any necessary foreign qualifications required to conduct its business. From time to time Borrower may request, upon not less than two (2) Business Days prior written notice to the Administrative Agent, that the Subsidiary owning Unencumbered Pool Property be released from the Subsidiary Guaranty, or that any Unencumbered Pool Property be released from such status in whole or in part, which release (the “Release”) shall be effected by the Administrative Agent if all of the following conditions are satisfied as of the date of such Release: (a) Each of Borrower shall have delivered a Compliance Certificate showing pro forma compliance with the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees covenants set forth in herein after giving effect to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations.Release; and (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (If after giving effect to such Release the right resulting reduction in the Unencumbered Pool Value and Unencumbered Pool Property NOI would cause a breach of contribution established in either Section 36.21(iv) or Section 6.21(v). (c) Each Subsidiary Guarantor agrees that , Borrower shall have repaid such Advances, if any, as may be required to reduce the Obligations may at any time and from time outstanding Advances to time exceed the maximum amount of Advances that can be outstanding without creating such a breach of Section 6.21(iv) or Section 6.21(v). In addition, if after giving effect to such Release any resulting reduction in the liability percentage of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting units in the rights and remedies Qualifying Unencumbered Projects which are physically occupied would cause a breach of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. clause (e) No payment made by the Company, any of the definition of “Qualifying Unencumbered Pool Property”, Borrower shall take the actions required under such Section 2.8(b) within the time required thereunder. In connection with a Release, Borrower shall deliver to the Administrative Agent a certificate from Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). Notwithstanding the foregoing, the Administrative Agent shall not be obligated to release any such Subsidiary Guarantors, from the Subsidiary Guaranty if (i) such Subsidiary owns any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected Unencumbered Pool Properties that are not being so released from such Subsidiary Guarantor in respect status or (ii) an Event of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullDefault or Unmatured Default has occurred and is then continuing.

Subsidiary Guaranty. (a) Each of Subject to the proviso contained in clause (b) below, the Administrative Agent shall, and the Lenders irrevocably authorize the Administrative Agent to, release any Person which is a Subsidiary Guarantor from its obligations under the Subsidiary Guarantors herebyGuaranty, jointly and severally, unconditionally and irrevocably, guarantees if such Person ceases to be a Subsidiary Guarantor pursuant to a transaction that does not result in a default of any provision hereof (including Section 13.12). Upon request by the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assignsAdministrative Agent at any time, the prompt and complete payment and performance by Required Lenders will confirm in writing the Company when due (whether at Administrative Agent's authority to release any Subsidiary from its obligations under the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the ObligationsSubsidiary Guaranty pursuant to this Section 15.13. (b) Anything herein or in The Administrative Agent agrees to promptly execute and deliver to the Company all documents reasonably required to evidence any release permitted under this Agreement; provided that the Company certifies that such release also is permitted under any other Note Document agreement governing indebtedness for borrowed money of the Company which is entitled to the contrary notwithstandingbenefits of the Subsidiary Guaranty. Administrative Agent may file Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Borrower or Subsidiary Guarantor, the maximum liability Administrative Agent (irrespective of each Subsidiary Guarantor hereunder whether the principal of any Loan or L/C Obligation shall then be due and under payable as herein expressed or by declaration or otherwise and irrespective of whether the other Note Documents Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3).proceeding or otherwise: (c) Each Subsidiary Guarantor agrees that to file and prove a claim for the Obligations may at any time and from time to time exceed the whole amount of the liability principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other obligations hereunder that are owing and unpaid and to file such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty other documents as may be necessary or affecting advisable in order to have the rights claims of the Lenders and remedies the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of any Noteholder the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent hereunder., including under Sections 7.07, 9.07 and 15.07) allowed in such judicial proceeding; and (d) This Subsidiary Guaranty shall remain in full force to collect and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, receive any of the Subsidiary Guarantors, any monies or other Subsidiary Guarantor property payable or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding deliverable on any such payment (other than any payment made by such Subsidiary Guarantor in respect of claims and to distribute the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.same;

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Exhibit C, which includes the owners of each Unencumbered Property, along with all other current subsidiaries of the Borrower, excluding only the Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) concurrently with the delivery of each compliance certificate required to be delivered pursuant to Section 6.1(d), with respect to each Subsidiary which (x) is acquired or formed (other than Excluded Subsidiaries) during the most recent fiscal quarter period covered by such compliance certificate or (y) was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary but shall subsequently not be precluded from doing so during such most recent fiscal quarter and (ii) within five (5) Business Days after the date any Subsidiary has any Recourse Indebtedness or Guarantee Obligations with respect to the Term Loan Agreement, the Borrower shall cause each such Subsidiary to execute and - 95 - US_ACTIVEActive\121281000\V-110 deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty; it being understood and agreed, for purposes of clarity, that nothing in this sentence shall permit the treatment of any Eligible Unencumbered Property as an Unencumbered Property, or the inclusion of the value attributable to such Eligible Unencumbered Property in Unencumbered Pool Value, until such a joinder to the Subsidiary Guaranty has been so executed and delivered to the Administrative Agent by the Subsidiary owning such Eligible Unencumbered Property. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and in the case of any Subsidiary which is the owner of an Unencumbered Property, shall be in good standing in the state in which such Property is located. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and in the case of a Subsidiary which is the owner of an Unencumbered Property, is in good standing in the state in which such Property is located. From time to time Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter time as may be agreed by the Administrative Agent), that a Subsidiary Guarantor be released from the Subsidiary Guaranty, which release (the “Release”) shall be effected by the Administrative Agent if all of the following conditions are satisfied as of the date of such Release: (a) Each of Borrower shall have delivered a compliance certificate showing pro forma compliance with the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything covenants set forth in herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to such Release; (b) Substantially concurrently with the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of Release, such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor no outstanding Recourse Indebtedness or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guarantee Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations Term Loan Agreement; and (c) If after giving effect to such Release the resulting reduction in the Unencumbered Pool Value and Unencumbered Pool NOI would cause a breach of either Section 6.17(e) or any payment received or collected from such Subsidiary Guarantor in respect of the ObligationsSection 6.17(f), remain liable for Borrower shall have repaid such Advances, if any, as may be required to reduce the Obligations up outstanding Advances to the maximum liability amount of Advances that can be outstanding without creating such a breach of Section 6.17(e) or Section 6.17(f). In connection with a Release, Xxxxxxxx shall deliver to the Administrative Agent a certificate from Xxxxxxxx’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a), (b) and (c). Notwithstanding the foregoing, the Administrative Agent shall not be obligated to release any such Subsidiary from the Subsidiary Guaranty if (i) such Subsidiary owns any Unencumbered Properties that are not being so released from such status or (ii) a Default or Unmatured Default has occurred and is then continuing. In addition, effective asupon on the earlier of (i) the date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, or (ii) the date on which Borrower shall consummate a Private - 96 - US_ACTIVEActive\121281000\V-110 Placement Facility in the amount of not less than One Hundred Million Dollars ($100,000,000.00), Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent, the release of all Subsidiary Guarantors from the Subsidiary Guaranty other than those which have outstanding Recourse Indebtedness or Guarantee Obligations (other than the Subsidiary Guaranty), which release shall be effected by the Administrative Agent so long as no Default or Unmatured Default shall have occurred and be then continuing and in the case of a release requested in connection with a Private Placement Facility, such release shall be effective simultaneous with the closing of such Subsidiary Guarantor hereunder until Private Placement Facility. Administrative Agent is authorized by the Obligations are paid in fullLenders and xxxxxx agrees to execute any reasonable documentation requested by Borrower to evidence such release. 6.22.

Subsidiary Guaranty. (a) Each Subject to the provisions of the this Article 11, each Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit each Holder of such Noteholders a Note authenticated and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance delivered by the Company Trustee and to the Trustee that: (i) the principal of, premium, if any, interest on and Liquidated Damages, if any, with respect to the Notes will be duly and punctually paid in full when due (due, whether at the stated maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Note Purchase Agreement Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any such obligations with respect to the Notes, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. This Subsidiary Guaranty is a present and continuing guaranty of payment and performance, and not of collectibility. Accordingly, failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations under its Subsidiary Guaranty shall be absolute and unconditional, irrespective of any invalidity, irregularity or unenforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor or any other obligor under the Notes, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guaranty is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company or any other obligor under the Notes, any right to require a proceeding first against the Company or any such obligor, protest, notice and all demands whatsoever and covenants that its Subsidiary Guaranty will not be discharged except by complete performance the obligations contained in the Notes, this Indenture and its Subsidiary Guaranty. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, each Subsidiary Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as 103 between it, on the one hand, and the Obligations. Holders of Notes and the Trustee, on the other hand, (bi) Anything herein or in any other Note Document subject to the contrary notwithstandingthis Article 11, the maximum liability maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of each Subsidiary Guarantor hereunder and under Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the other Note Documents shall in no event exceed the amount which can be obligations guaranteed by this Subsidiary Guaranty, and (ii) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of its Subsidiary Guaranty. Upon the effectiveness of any acceleration of the obligations guaranteed by this Subsidiary Guaranty the Trustee shall promptly make a demand for payment of such obligations by each Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount this subsidiary Guaranty. The obligations of the liability of such Subsidiary Guarantor hereunder without impairing Guarantors under this Subsidiary Guaranty or affecting the rights shall be joint and remedies of any Noteholder hereunder. (d) This several. Each Subsidiary Guaranty shall remain in full force and effect until and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Obligations Company's assets, and shall, to the obligations fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of each the Notes are, pursuant to applicable law, rescinded, or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under such Subsidiary Guarantor's Subsidiary Guaranty by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Subsidiary Guaranty. Each Subsidiary Guaranty may be modified from time to time, without the consent of the Holders, to reflect such fraudulent conveyance savings provisions, net worth or maximum amount limitations as to recourse or similar provisions as are set forth in, and after giving effect to, any guaranty by any Subsidiary Guarantor of any Senior Indebtedness with respect to the Company Credit Facility as such guaranty may be amended or otherwise modified from time to time, PROVIDED that no such modification of this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise adversely affect the liability of Holders in any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of or shall disadvantage the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up Holders relative to the maximum liability holders of Indebtedness of such Subsidiary Guarantor hereunder until with respect to the Obligations are paid in fullCompany Credit Facility.

Subsidiary Guaranty. (a) Each The payment by the Company of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees all amounts due with respect to the Noteholders for Notes and the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due of its obligations under this Agreement will be absolutely and unconditionally guaranteed by X.X. Xxxxxx Construction Products Inc. (whether at f/k/a Specialty Construction Brands, Inc.), a Minnesota corporation (together with any additional Subsidiary who delivers a guaranty pursuant to Section 9.8, the stated maturity“Subsidiary Guarantors”), by acceleration pursuant to the guaranty agreement substantially in the form of Exhibit 2.2 attached hereto and made a part hereof (as the same may be amended, modified, extended or otherwise) of renewed, the “Subsidiary Guaranty”). X.X. Xxxxxx Company 2012 Note Purchase Agreement and the Obligations.Agreement (b) Anything herein or in The holders of the Notes acknowledge and agree that such holders will promptly discharge and release any other Note Document Subsidiary Guarantor from the Subsidiary Guaranty to which it is a party pursuant to the contrary notwithstandingwritten request of the Company, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by provided that (i) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under applicable federal and state laws relating in respect of all Indebtedness of the Company due and owing pursuant to the insolvency of debtors (after giving effect Bank Credit Agreement and the 2009 Notes, and the Company so certifies to the right holders of contribution established the Notes in Section 3). a certificate which accompanies such request for release and discharge, (cii) Each any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Subsidiary Guarantor agrees to be released pursuant to which such Subsidiary Guarantor shall agree that the Obligations may at if, for any time reason whatsoever, it thereafter becomes an obligor or guarantor under and from time to time exceed the amount in respect of any Indebtedness of the liability Company due and owing pursuant to the Bank Credit Agreement or the 2009 Notes, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting and (iii) at the rights time of such release and remedies discharge, the Company shall deliver a certificate of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all a Responsible Officer to the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any holders of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up Notes to the maximum liability effect that no Default or Event of such Subsidiary Guarantor hereunder until the Obligations are paid in fullDefault exists.

Subsidiary Guaranty. (a) Each Subsidiary Guarantor of the Subsidiary Guarantors herebyCompany, that in accordance with the terms of any Series of Securities issued hereunder pursuant to any supplemental indenture relating to such Securities is required to become a party to this Indenture as a Guarantor, upon execution of a supplemental indenture, hereby jointly and severally, unconditionally and irrevocably, guarantees to each Holder of a Security of a Series authenticated and delivered by the Noteholders for Trustee and to the ratable benefit of such Noteholders Trustee and their respective successors, indorsees, transferees its successors and assigns, irrespective of the prompt validity and complete payment and performance by enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest, if any, on, the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest, if any on, the Securities, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, that same shall be promptly paid in full when due (or performed in accordance with the terms of the extension or renewal, whether at the stated maturityStated Maturity, by acceleration or otherwise) . Failing payment when due of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Note Purchase Agreement Subsidiary Guarantors shall be jointly and severally obligated to pay the Obligationssame immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Anything herein Each Subsidiary Guarantor hereby agrees that its Obligations with regard to this Subsidiary Guaranty shall be absolute and unconditional, irrespective of the validity or enforceability of the (1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guaranties and any other Note Document legal or equitable discharge of such Subsidiary Guarantor's Obligations hereunder, (2) the benefit of any statute of limitations affecting such Subsidiary Guarantor's liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or Lien on any Property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guaranties, notices of default under the Securities or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guaranties or any agreement related thereto, and notices of any extension of credit to the contrary notwithstandingCompany and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the maximum benefits of any "One Action" rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of each or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guaranties. Each Subsidiary Guarantor hereunder and under the other Note Documents hereby covenants that its Subsidiary Guaranty shall in no event exceed the amount which can not be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established discharged except as provided in Section 3)10.05 or by complete performance of the Obligations contained in its Subsidiary Guaranty and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations may at any time and from time to time exceed the amount Guaranteed hereby until payment in full of the liability of such all Obligations Guaranteed hereby. Each Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Companyfurther agrees that, any of as between the Subsidiary Guarantors, any on the one hand, and the Holders and the Trustee, on the other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from hand, (i) the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment maturity of the Obligations shall Guaranteed hereby may be deemed to modify, reduce, release or otherwise affect accelerated as provided in Article 6 for the liability purposes of any this Subsidiary Guarantor hereunder which shallGuaranty, notwithstanding any stay, injunction or other prohibition preventing such payment (other than any payment made by such Subsidiary Guarantor acceleration in respect of the Obligations Guaranteed hereby and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Obligations (whether or any payment received or collected from not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purpose of this Subsidiary Guaranty. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guaranty shall be entitled to a contribution from each other Subsidiary Guarantor and the Company in respect a pro rata amount based on the proportion that the net worth of the Obligations), remain liable for Company or the Obligations up relevant Subsidiary Guarantor represents relative to the maximum liability aggregate net worth of such the Company and all of the Subsidiary Guarantor hereunder until the Obligations are paid in fullGuarantors combined.

Subsidiary Guaranty. (a) Each Borrower shall cause each of its existing Subsidiaries listed on Exhibit C-1, which includes the owners of each Initial Unencumbered Property, along with all other current subsidiaries of Borrower, excluding only the Excluded Subsidiaries and the Subsidiaries set forth on Exhibit C-2, which each own a Lien Property, to execute and deliver to the Administrative Agent the Subsidiary Guarantors hereby, jointly Guaranty. Borrower shall cause each Subsidiary that owns a Lien Property to execute and severally, unconditionally and irrevocably, guarantees deliver to the Noteholders for Administrative Agent a joinder in the ratable benefit Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty within five (5) Business Days after the date such Subsidiary’s Lien Property becomes an Eligible Unencumbered Property. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached in the form of Subsidiary Guaranty within five (5) Business Days after the acquisition or formation of such Noteholders Subsidiary. Borrower covenants and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of agrees that each Subsidiary Guarantor hereunder and under which it shall cause to execute the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain be fully authorized to do so by its supporting organizational and authority documents and shall be in full force good standing in its state of organization and effect until all in the Obligations and case of 107599586\V-16 US_Active\115440519\V-15 any Subsidiary which is the obligations owner of each an Unencumbered Property, shall be in good standing in the state in which such Property is located. If a Subsidiary Guarantor under this that was not required to join in the Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so, then Borrower shall cause such Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of to join in the Subsidiary Guarantors, any other Guaranty within five (5) Business Days after such Subsidiary Guarantor or any other Person ceased to be an Excluded Subsidiary. The delivery by virtue Borrower to the Administrative Agent of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to modifyexecute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and in the case of a Subsidiary which is the owner of an Unencumbered Property, reduce, release or otherwise affect is in good standing in the liability of any Subsidiary Guarantor hereunder state in which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullProperty is located.

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Exhibit C, which includes the owners of each Unencumbered Property, along with all other current subsidiaries of Borrower, excluding only the Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty within five (5) Business Days after the acquisition or formation of such Subsidiary. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and in the case of any Subsidiary which is the owner of an Unencumbered Property, shall be in good standing in the state in which such Property is located. If a Subsidiary that was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty within five (5) Business Days after such Subsidiary ceased to be an Excluded Subsidiary. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and in the case of a Subsidiary which is the owner of an Unencumbered Property, is in good standing in the state in which such Property is located. From time to time Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent, that a Subsidiary Guarantor owning an Unencumbered Property be released from the Subsidiary Guaranty, which release (the “Release”) shall be effected by the Administrative Agent if all of the following conditions are satisfied as of the date of such Release: (a) Each of Borrower shall have delivered a compliance certificate showing pro forma compliance with the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees covenants set forth in herein after giving effect to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations.Release; and (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (If after giving effect to such Release the right resulting reduction in the Unencumbered Pool Value and Unencumbered Pool NOI would cause a breach of contribution established in either Section 36.17(e) or Section 6.17(f). (c) Each Subsidiary Guarantor agrees that , Borrower shall have repaid such Advances, if any, as may be required to reduce the Obligations may at any time and from time outstanding Advances to time exceed the maximum amount of Advances that can be outstanding without creating such a breach of Section 6.17(e) or Section 6.17(f). In connection with a Release, Borrower shall deliver to the liability of Administrative Agent a certificate from Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). Notwithstanding the foregoing, the Administrative Agent shall not be obligated to release any such Subsidiary Guarantor hereunder without impairing this from the Subsidiary Guaranty if (i) such Subsidiary owns any other Unencumbered Properties that are not being so released from such status or affecting (ii) a Default or Unmatured Default has occurred and is then continuing. In addition, effective as of the rights and remedies date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent, the release of any Noteholder hereunder. (d) This all Subsidiary Guarantors from the Subsidiary Guaranty shall remain in full force and effect until all the other than those which have outstanding Recourse Indebtedness or Guarantee Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the ObligationsGuarantee), remain liable for which release shall be effected by the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullAdministrative Agent so long as no Default or Unmatured Default shall have occurred and be then continuing.

Subsidiary Guaranty. (a) The Subsidiary Guaranty set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the extent such Subsidiary Guaranty is made applicable to such series in accordance with Section 301. Each Subsidiary Guarantor hereby unconditionally guarantees to each Holder of a Guaranteed Security authenticated and delivered by the Trustee, and to the Trustee on behalf of each such Holder, the due and punctual payment of the Subsidiary Guarantors herebyprincipal of, jointly any premium and severallyinterest on such Guaranteed Security, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration acceleration, redemption, repayment or otherwise) , in accordance with the terms of such Guaranteed Security and this Indenture. In case of the Note Purchase Agreement and failure of the Obligations. (b) Anything herein Company punctually to pay any such principal, premium or in any other Note Document to the contrary notwithstandinginterest, the maximum liability of each Subsidiary Guarantor hereunder hereby agrees to cause any such payment to be made punctually when and under as the other Note Documents same shall in no event exceed become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Company. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security or this Indenture, any failure to enforce the Obligations provisions of any Guaranteed Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Guaranteed Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may at any time and from time to time exceed otherwise constitute a legal or equitable discharge of a surety or Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the amount event of merger, insolvency or bankruptcy of the liability of Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Subsidiary Guarantor hereunder without impairing Guaranteed Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guaranty or affecting will not be discharged except by payment in full of the rights principal of, any premium and remedies interest on the Guaranteed Securities and the complete performance of any Noteholder hereunder. (d) all other obligations contained in the Guaranteed Securities. This Subsidiary Guaranty shall remain continue to be effective or be reinstated, as the case may be, if at any time payment on any Guaranteed Security, in full force and effect until all whole or in part, is rescinded or must otherwise be repaid to the Obligations and the obligations of each Company or any Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by upon the bankruptcy, liquidation or reorganization of the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or otherwise. Each Subsidiary Guarantor shall be subrogated to all rights of the Holder of any other Person or received or collected Guaranteed Security against the Company in respect of any amounts paid to such Holder by any Noteholder from Subsidiary Guarantor pursuant to the Companyprovisions of this Subsidiary Guaranty; provided, however, that each Subsidiary Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, any premium and interest on all Guaranteed Securities shall have been paid in full. * * * * * * This Indenture may be executed in any number of the Subsidiary Guarantorscounterparts, any other Subsidiary Guarantor or any other Person by virtue each of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations which so executed shall be deemed to modifybe an original, reduce, release or otherwise affect but all such counterparts shall together constitute but one and the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullsame Indenture.

Subsidiary Guaranty. (a) Each The payment by the Company of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees all amounts due with respect to the Noteholders for Notes and the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due of its obligations under this Agreement will be absolutely and unconditionally guaranteed by SPECIALTY CONSTRUCTION BRANDS, INC., a Minnesota corporation (whether at together with any additional Subsidiary who delivers a guaranty pursuant to Section 9.8, the stated maturity“Subsidiary Guarantors”), by acceleration pursuant to the guaranty agreement substantially in the form of Exhibit 2.2 attached hereto and made a part hereof (as the same may be amended, modified, extended or otherwise) of renewed, the Note Purchase Agreement and the Obligations“Subsidiary Guaranty”). (b) Anything herein or in The holders of the Notes acknowledge and agree that such holders will promptly discharge and release any other Note Document Subsidiary Guarantor from the Subsidiary Guaranty to which it is a party pursuant to the contrary notwithstandingwritten request of the Company, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by provided that (i) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under applicable federal and state laws relating in respect of all Indebtedness of the Company due and owing pursuant to the insolvency of debtors (after giving effect Bank Credit Agreement, and the Company so certifies to the right holders of contribution established the Notes in Section 3). a certificate which accompanies such request for release and discharge, (cii) Each any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Subsidiary Guarantor agrees to be released pursuant to which such Subsidiary Guarantor shall agree that the Obligations may at if, for any time reason whatsoever, it thereafter becomes an obligor or guarantor under and from time to time exceed the amount in respect of any Indebtedness of the liability Company due and owing pursuant to the Bank Credit Agreement, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting and (iii) at the rights time of such release and remedies discharge, the Company shall deliver a certificate of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all a Responsible Officer to the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any holders of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up Notes to the maximum liability effect that no Default or Event of such Subsidiary Guarantor hereunder until the Obligations are paid in fullDefault exists.

Subsidiary Guaranty. (a) Each On the Agreement Effective Date, Borrower shall cause each of its existing Subsidiaries listed on Schedule 2, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. The Borrower shall cause each Subsidiary which satisfies any of the Subsidiary Guarantors hereby, jointly following applicable conditions to execute and severally, unconditionally and irrevocably, guarantees deliver to the Noteholders for Administrative Agent a joinder to the ratable benefit Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty within 10 Business Days of such Noteholders Subsidiary first satisfying such condition: (i) during the period from the Agreement Effective Date until the Investment Grade Guarantor Release Date, each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) and their respective successors(ii) on and after the Investment Grade Guarantor Release Date, indorseeseach Subsidiary (other than a Subsidiary of Borrower which (A) owns a single Project encumbered by Liens securing Secured Indebtedness permitted to exist hereunder or (B) is not a Wholly-Owned Subsidiary of Borrower) that either (x) incurs, transferees and assignsacquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Indebtedness of another Person or (y) incurs, acquires or suffers to exist any Recourse Indebtedness, provided, that, the prompt Borrower shall not be obligated to cause such Subsidiary to execute and complete payment and performance by deliver a joinder to the Company when due (whether at the stated maturity, by acceleration or otherwise) Subsidiary Guaranty as a result of the Note Purchase immediately preceding clause (i) if the Borrower reasonably and in good faith expects or intends such Subsidiary to become an Excluded Subsidiary after the date of such acquisition or formation. If a Subsidiary that is initially not required to join in a Subsidiary Guaranty because it was an Excluded Subsidiary is later not precluded from doing so, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. At the time any Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed to make to the Administrative Agent and the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the Obligationsother Loan Documents to the extent they apply to such Subsidiary Guarantor. (b) Anything herein or in any other Note Document From time to time, the Borrower may request, upon not less than two (2) Business Days prior written notice to the contrary notwithstandingAdministrative Agent, the maximum liability of each that a Subsidiary Guarantor hereunder be released from the Subsidiary Guaranty, and under upon receipt of such request the other Note Documents Administrative Agent shall in no event exceed the amount which can be guaranteed by release, such Subsidiary Guarantor under applicable federal from the Subsidiary Guaranty so long as: (i) on and state laws relating after the Investment Grade Guarantor Release Date, such Subsidiary Guarantor is not, or immediately upon its release will not be, required to be a party to the insolvency Subsidiary Guaranty under the immediately preceding subsection (a)(ii), (ii) no Unmatured Default or Default will exist immediately following such release; and (iii) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of debtors (the date of such release and immediately after giving effect to such release, except to the right extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of contribution established such earlier date) and except for changes in Section 3)factual circumstances not prohibited under the Loan Documents. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Each On the Investment Grade Guarantor Release Date, each Subsidiary Guarantor agrees (other than those Subsidiary Guarantors identified in the Guarantor Release Notice) shall automatically be released as a Subsidiary Guarantor so long as (i) no Unmatured Default or Default will exist immediately following such release; and (ii) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the date of such release and immediately after giving effect to such release, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. The delivery of the Guarantor Release Notice shall constitute a representation by the Borrower that the Obligations may at any time and from time to time exceed matters set forth in the amount preceding sentence (as of the liability of Investment Grade Guarantor Release Date) are true and correct. The Administrative Agent shall execute such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting documents and instruments as the rights Borrower may reasonably request, and remedies of any Noteholder hereunderat the Borrower’s sole cost and expense, to evidence such release. (d) This Subsidiary Guaranty shall remain The Credit Agreement is further amended by restating clause (B) of Section 7.5 thereof in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.its entirety as follows:

Subsidiary Guaranty. (a) Each of the Subsidiary Guarantors herebyhereby jointly and severally guarantees to each Lender Party and each other Indemnified Party, as primary obligor and not as surety, the prompt payment of all Subsidiary Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms hereof. The Subsidiary Guarantors hereby further agree that if any of the Subsidiary Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, unconditionally promptly pay the same, without any demand or notice whatsoever, and irrevocably, guarantees to that in the Noteholders for case of any extension of time of payment or renewal of any of the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assignsSubsidiary Guaranteed Obligations, the prompt and complete payment and performance by the Company same will be promptly paid in full when due (whether at the stated extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of the Note Purchase Agreement and the Obligationssuch extension or renewal. (b) Anything Notwithstanding any provision to the contrary contained herein or in any other Note Loan Document or any Rate Protection Agreement or in any document or agreement relating to or on account of any Secured Bank Product, (i) the contrary notwithstanding, the maximum liability obligations of each Subsidiary Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the other Note Documents applicable Debtor Relief Laws, and (ii) the Subsidiary Guaranteed Obligations of any Subsidiary Guarantor shall in no event exceed the amount which can be guaranteed by exclude any Excluded Swap Obligations with respect to such Subsidiary Guarantor; and (iii) with respect to each Subsidiary Guarantor that gives a mortgage on property in the State of Alabama (each an “AL Guarantor”), the guaranty obligations of each such AL Guarantor under applicable federal and state laws relating this Agreement with respect to the insolvency Subsidiary Guaranteed Obligations of debtors (after giving effect the other Loan Parties, including the obligation of the Borrower to pay the right Loan, are contingent upon the Borrower or such other Loan Party failing to pay or perform the applicable obligation or the occurrence of contribution established any Default or Event of Default described in Section 3)8.1.7. (c) The obligations of the Subsidiary Guarantors under Section 9.1(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or Rate Protection Agreements or documents or agreements relating to or on account of any Secured Bank Product, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any Law or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 9.1(c) that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Subsidiary Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Rate Protection Agreement, any document or agreements relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Rate Protection Agreement, any document or agreement relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product shall be waived or otherwise modified or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be added, released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the Administrative Agent or any other Lender Party or Indemnified Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; (v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor); (vi) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower or any other Loan Party against any Lender Party or other Indemnified Party; or (vii) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party or such Subsidiary Guarantor, including as a result of any proceedings of the nature referred to in Section 8.1.7. With respect to its obligations hereunder, each Subsidiary Guarantor hereby expressly waives diligence, promptness, presentment, demand of payment, protest, notice of acceptance and all other notices whatsoever, and any requirement that the Administrative Agent or any other Lender Party or Indemnified Party exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Rate Protection Agreement, any documents or agreements relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (d) Each Subsidiary Guarantor hereby irrevocably waives to the extent permitted by applicable Law and until such time as all of the Guaranteed Obligations shall have been paid in full in cash and the Commitments have irrevocably terminated, any claim or other rights which it may now or hereafter acquire against the Borrower or any other Loan Party that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations under this Section 9.1 or any other Loan Document or any Rate Protection Agreement or any documents or agreements relating to or on account of any Secured Bank Product, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, and any right to participate in any claim or remedy of any Lender Party or other Indemnified Party against the Borrower or any other Loan Party or any collateral which any Lender Party or other Indemnified Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract or Law. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for, the Lender Parties and other Indemnified Parties, and shall forthwith be paid to the Administrative Agent on behalf of the Lender Parties and Indemnified Parties to be credited and applied against the Subsidiary Guaranteed Obligations, whether matured or unmatured. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this Section 9.1(d) is knowingly made in contemplation of such benefits. (e) The obligations of the Subsidiary Guarantors under this Section 9.1 shall continue to be effective or shall be automatically reinstated, as the case may be, if and to the extent that for any reason any payment by or on behalf of any Person in respect of any of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Subsidiary Guarantor agrees that it will indemnify the Administrative Agent and each other Lender Party or Indemnified Party on demand for all reasonable costs and expenses (including, without limitation, the reasonable, documented or invoiced, out-of-pocket fees, charges and disbursements of counsel) incurred by the Administrative Agent or such Lender Party or Indemnified Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law. (f) Each Subsidiary Guarantor agrees that such Subsidiary Guarantor shall have no right of recourse to security for any of the Guaranteed Obligations, except through the exercise of rights of subrogation pursuant to Section 9.1(d) and through the exercise of rights of contribution pursuant to Section 9.3. (g) The Subsidiary Guarantors agree that, to the fullest extent permitted by applicable Law, as between the Subsidiary Guarantors, on the one hand, and the Administrative Agent, the other Lender Parties and Indemnified Parties, on the other hand, the Subsidiary Guaranteed Obligations may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have become automatically due and payable in the circumstances provided Section 8.2) for purposes of Section 9.1(a) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing any of the Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or any of the Guaranteed Obligations being deemed to have become automatically due and payable), the Subsidiary Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Subsidiary Guarantors for purposes of Section 9.1(a). The Subsidiary Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Security Agreement, Pledge Agreement, Mortgages, and the other Loan Documents and that the Lender Parties may exercise their remedies thereunder in accordance with the terms thereof. (h) The guarantee in this Section 9.1 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all of the Subsidiary Guaranteed Obligations whenever arising. (i) Each of the Borrower and the Subsidiary Guarantors that is a Qualified ECP Guarantor at the time the Guaranty in Section 9.1(a) by any time Subsidiary Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably guarantees to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time exceed to honor all of its obligations under the Loan Documents to which such Loan Party is a party with respect to such Swap Obligations which are permitted Rate Protection Agreements under this Agreement that would, in the absence of the agreement in Section 7.1.17(b) or this Section 9.1(i), otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Loan Party’s obligations and undertakings under Section 7.1.17(b) or this Section 9.1(i) voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The guaranty of the liability of such Borrower and the Subsidiary Guarantor hereunder without impairing Guarantors under this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (dSection 9.1(i) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall Guaranteed Obligations have been satisfied by payment indefeasibly paid and performed in full. (e) No payment made by full and the Company, any of Commitments have expired or been terminated. The Borrower and the Subsidiary GuarantorsGuarantors intend this Section 9.1(i) to constitute, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations and this Section 9.1(i) shall be deemed to modifyconstitute, reducea guarantee of the obligations of, release and a “keepwell, support, or otherwise affect other agreement” for the liability benefit of, each Loan Party with respect to the permitted Rate Protection Agreements for all purposes of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment the Commodity Exchange Act. (j) This Section 9.1 and the other provisions of this Agreement (other than any payment made by such Subsidiary Guarantor Section 9.2) amend and restate the Existing Guarantees of CatchMark HBU, CatchMark TRS, CatchMark TRS Subsidiary, CatchMark Texas GP and CatchMark Texas LP in respect their entirety. The amendment and restatement of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect Existing Guarantees of the Obligations), remain liable for applicable Subsidiary Guarantors by this Section 9.1 and the Obligations up to other provisions of this Agreement (other than Section 9.2) shall not constitute a novation or termination of the maximum liability obligations and covenants of such Subsidiary Guarantor hereunder until thereunder, but shall constitute an amendment and restatement of the Obligations are paid in fullobligations and covenants of such Subsidiary Guarantor under the Existing Guarantees to which it is a party and each such Subsidiary Guarantor hereby reaffirms all such obligations and covenants under the Existing Guarantees to which is it’s a party as amended and restated hereby.

Subsidiary Guaranty. (a) Each As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guarantors herebyGuaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, jointly such Subsidiary Guaranty to be accompanied by appropriate corporate or limited liability company resolutions, other corporate or limited liability company documentation and severally, unconditionally legal opinions (if requested) in form and irrevocably, guarantees substance reasonably satisfactory to the Noteholders for the ratable benefit of such Noteholders Administrative Agent and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligationsits counsel. (b) Anything Subject to Section 5.11, with respect to any Subsidiary required to become a Subsidiary Guarantor hereunder pursuant to Section 5.09(a), the Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Subsidiary Guarantor hereunder pursuant to Section 5.09(a) (or such longer time period if agreed to by the Collateral Agent in its reasonable discretion), cause such Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgment of Grantors with respect to each Intercreditor Agreement in effect and a Perfection Certificate and take such additional actions (including the filing of UCC financing statements and, if applicable and required pursuant to the terms of the Loan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Collateral Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Subsidiary (other than Excluded Property) in favor of the Collateral Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Collateral Agent, the Collateral Agent shall receive an opinion or opinions of counsel for the applicable Loan Parties in form and substance reasonably satisfactory to the Collateral Agent in respect of matters reasonably requested by the Collateral Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.09(b), dated as of the date of such Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. (c) Subject to Section 5.11, with respect to each Loan Party that owns Material Real Property, such Loan Party shall: (i) no later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, deliver to the Collateral Agent a legal description with respect any fee-owned real property that constitutes Material Real Property, information identifying any pipeline system that constitutes Material Real Property, and the relevant recording offices for Mortgages with respect to such Material Real Property; (ii) no later than one hundred and twenty (120) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, execute and deliver (A) counterparts of a Mortgage, duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in the jurisdiction where such Material Real Property is located subject only to Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or will be paid in connection with such recording or filing or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent, (B) for any Material Real Property other than a pipeline system, a marked commitment for a standard policy of title insurance on such Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns subject to the terms of the policy jacket with the final title policy to be delivered after recording of the Mortgage (a “Mortgage Policy”) issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent in form and substance and in an amount reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent, each of which shall (A) contain a “tie-in” or “cluster” endorsement, if available in the applicable jurisdiction at commercially reasonable rates (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and (B) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including, if requested, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, doing business, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, same as survey and so-called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction at commercially reasonable rates), together with evidence of payment of all premiums, (C) for any Material Real Property other than a pipeline system, a survey or other proof of address (which may take the form of an ALTA survey, aerial survey, ExpressMap or equivalent photographic depiction) in form and substance sufficient to obtain the Mortgage Policy without the standard survey exception and otherwise reasonably satisfactory to the Collateral Agent, (D) an opinion of local counsel to the Loan Parties in the state in which such Mortgaged Property is located, with respect to the enforceability of such Mortgage and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent and (E) to the extent not previously delivered, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, and if such property is in a special flood hazard area, duly executed and acknowledged by the appropriate Loan Party, together with evidence of flood insurance as and to the extent required under Section 5.05 hereof; and (iii) notwithstanding anything to the contrary in the foregoing clauses (i) and (ii), no later than one hundred and twenty (120) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the last Business Day of each December, if such Loan Party owns a pipeline system encumbered by a Mortgage in accordance with the terms hereof and has acquired additional fee-owned or leasehold interests in connection with such pipeline system, and the aggregate book value of all such additional fee-owned and leasehold interests not yet subject to a Mortgage exceeds $25,000,000, execute and deliver (A) counterparts of a Mortgage and/or supplement to a Mortgage, duly executed and delivered by the record owner of such property, together with evidence such Mortgage or supplement has been duly executed and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in the jurisdiction where such Material Real Property is located subject only to Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or will be paid in connection with such recording or filing or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent, (B) an opinion of local counsel to the Loan Parties in the state in which such Mortgaged Property is located, with respect to the enforceability of such Mortgage or supplement and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent and (C) to the extent not previously delivered, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, and if such property is in a special flood hazard area, duly executed and acknowledged by the appropriate Loan Party, together with evidence of flood insurance as and to the extent required under Section 5.05 hereof. Notwithstanding anything herein or in any other Note Loan Document to the contrary notwithstandingcontrary, with respect to any Material Real Property on which any “building” (as defined in the Flood Insurance Laws) is located, the maximum liability Loan Parties shall not be required to comply with Section 5.09(c)(ii), Section 5.09(c)(iii) or Section 5.11, unless and until (i) the Administrative Agent and Collateral Agent shall have provided at least forty-five (45) days’ prior notice to the Lenders that a Mortgage is expected to be entered into with respect to such Material Real Property (which notice requirement may, in the case of any Mortgage required to be entered into pursuant to Section 5.11, be satisfied by the posting by the Administrative Agent of Schedule 5.09 to the Platform), (ii) each Subsidiary Guarantor hereunder and under Lender shall have advised the other Note Documents shall Administrative Agent in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under writing that it has completed its due diligence with respect to any applicable federal and state laws flood insurance requirements relating to such Material Real Property and (iii) the insolvency Administrative Agent shall have provided the Borrower with written notice of debtors the satisfaction of the requirements in the foregoing clause (after giving effect ii) and shall have requested, in a writing delivered to the right Borrower, that such Loan Parties comply with the applicable requirements of contribution established Section 5.09(c)(ii), Section 5.09(c)(iii) or Section 5.11, which compliance shall not be required until the later of (x) the dates provided for in Section 35.09(c) or Section 5.11, as applicable, and (y) the date that is ten (10) Business Days (or such longer period as the Administrative Agent may agree in its sole discretion) after such written notice is delivered to the Borrower pursuant to this clause (iii). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. (a) Each Prior to the Investment Grade Rating Date (or during any period following the Investment Grade Rating Date that the Borrower ceases to have an Investment Grade Rating), Borrower shall cause each of its existing Subsidiaries listed on Exhibit C-1, which includes the owners of each Initial Unencumbered Property, along with all other current subsidiaries of Borrower, excluding only the Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder to the Subsidiary Guaranty substantially in the form of Exhibit A attached to the form of Subsidiary Guaranty within five (5) Business Days after the acquisition or formation of such Subsidiary. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and in the case of any Subsidiary which is the owner of an Unencumbered Property, shall be in good standing in the state in which such Property is located. If a Subsidiary that was not required to join the Subsidiary Guaranty because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so, then Borrower shall cause such Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to join the Subsidiary Guaranty within five (5) Business Days after such Subsidiary ceased to be an Excluded Subsidiary. The delivery by Borrower to the Noteholders for Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the ratable benefit Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and in the case of a Subsidiary which is the owner of an Unencumbered Property, is in good standing in the state in which such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations.Property is located. LEGAL02/41239043v9 (b) Anything herein On and at all times after the Investment Grade Rating Date that the Borrower maintains an Investment Grade Rating, no Subsidiary of the Borrower shall be required to become a Subsidiary Guarantor unless such Subsidiary shall incur Recourse Indebtedness or Guarantee Obligations in any respect of Indebtedness of other Note Document Persons (other than to the contrary notwithstanding, the maximum liability Borrower or any of its Subsidiary Guarantors). Borrower shall cause each such Subsidiary which is not already a Subsidiary Guarantor hereunder and under to which any of the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal foregoing conditions applies to execute and state laws relating deliver to the insolvency of debtors (after giving effect Administrative Agent a joinder to the right Subsidiary Guaranty substantially in the form of contribution established in Section 3)Exhibit A attached to the form of Subsidiary Guaranty within five (5) Business Days of the applicable Subsidiary becoming subject to the condition requiring it to provide a joinder. (c) Each Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent, the release of all Subsidiary Guarantor agrees that Guarantors from the Obligations may at any time and from time to time exceed Subsidiary Guaranty, which release shall be effected by the amount of the liability of Administrative Agent so long as (x) such Subsidiary Guarantor hereunder without impairing this is not required to be a party to the Subsidiary Guaranty under either of the immediately preceding subsections (a) or affecting the rights and remedies (b), in each case, because of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor events or transactions not otherwise prohibited under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor Loan Documents and (y) no Default or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations Unmatured Default shall have occurred and be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullcontinuing.

Subsidiary Guaranty. (a) Each of As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary Guarantors herebyor any Subsidiary qualifies independently as, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance or is designated by the Company when due or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Material Subsidiary (whether at other than any Foreign Subsidiary) to deliver to the stated maturityAdministrative Agent a joinder to the Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty to be accompanied by acceleration or otherwise) of appropriate resolutions, other documentation and legal opinions in form and substance reasonably satisfactory to the Note Purchase Agreement Administrative Agent and its counsel. Notwithstanding the Obligationsforegoing, no Receivables Entity shall be required to become a Subsidiary Guarantor. (b) Anything Subject to Sections 1.06 and 5.11, with respect to any Subsidiary required to become a Subsidiary Guarantor hereunder pursuant to Section 5.09(a), the Company shall, no later than the date on which such Domestic Subsidiary becomes a Subsidiary Guarantor hereunder pursuant to Section 5.09(a) (or such longer time period if agreed to by the Collateral Agent in its reasonable discretion), cause such Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgment of Grantors (if the Intercreditor Agreement shall then be in effect) and a Perfection Certificate and take such additional actions (including the filing of Uniform Commercial Code financing statements and, if applicable and required pursuant to the terms of the Loan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Collateral Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Subsidiary (other than Excluded Property) in favor of the Collateral Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Collateral Agent, the Collateral Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Company in form and substance reasonably satisfactory to the Collateral Agent in respect of matters reasonably requested by the Collateral Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.09(b), dated as of the date of such Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. (c) Subject to Sections 1.06 and 5.11, with respect to each Loan Party that owns Material Real Property, such Loan Party shall: (i) no later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, deliver to the Collateral Agent information identifying such Material Real Property and the relevant filing offices for Mortgages with respect to such Material Real Property; and (ii) no later than ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, execute and deliver (A) counterparts of a Mortgage, duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected Lien subject only to Liens permitted pursuant to Section 6.02 on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (it being understood that if a mortgage tax will be owed on the entire amount of the Indebtedness evidenced hereby, then the amount secured by such Mortgage shall be limited to 100% of the fair market value of the property at the time such Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (B) a fully paid policy of title insurance (or marked-up title insurance commitment having the effect of policy of title insurance) on such Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns (a “Mortgage Policy”) issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent in form and substance and in an amount reasonably acceptable to the Collateral Agent (not to exceed 100% of the fair market value of the real properties covered thereby), insuring the Mortgages to be valid subsisting first priority Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent, each of which shall (A) contain a “tie-in” or “cluster” endorsement, if available in the applicable jurisdiction at commercially reasonable rates (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), and (B) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, doing business, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, same as survey and so-called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction at commercially reasonable rates), (C) a survey (which may take the form of an aerial survey, ExpressMap or equivalent photographic depiction) in form and substance sufficient to obtain the Mortgage Policy without the standard survey exception and otherwise reasonably satisfactory to the Collateral Agent, (D) an opinion of local counsel to the Loan Parties in the state in which such Mortgaged Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent, and (E) to the extent not previously delivered, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, and if such property is in a special flood hazard area, duly executed and acknowledged by the appropriate Loan Party, together with evidence of flood insurance as and to the extent required under Section 5.05 hereof. Notwithstanding anything herein or in any other Note Loan Document to the contrary notwithstandingcontrary, the maximum liability Loan Parties shall not be required to comply with Section 5.09(c)(ii) or 5.11(a) with respect to a Material Real Property unless and until (i) the Administrative Agent and Collateral Agent shall have provided at least forty-five (45) days’ prior notice to the Lenders that a Mortgage is expected to be entered into with respect to such Material Real Property (which notice requirement may, in the case of any Mortgage required to be entered into pursuant to Section 5.11(a), be satisfied by the posting by the Administrative Agent of Schedule 5.09 to the Platform), (ii) each Subsidiary Guarantor hereunder and under Lender shall have advised the other Note Documents shall Administrative Agent in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under writing that it has completed its due diligence with respect to any applicable federal and state laws flood insurance requirements relating to such Material Real Property and (iii) the insolvency of debtors (after giving effect to Administrative Agent shall have provided the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount Company with written notice of the liability satisfaction of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights requirements in the foregoing clauses (i) and remedies of any Noteholder hereunder. (dii) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment requested, in full. (e) No payment made by a writing delivered to the Company, any that such Loan Parties comply with the applicable requirements of the Subsidiary Guarantors, any other Subsidiary Guarantor Section 5.09(c)(ii) or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations5.11(a), remain liable which compliance shall not be required until the later of (x) the dates provided for in Section 5.09(c) or 5.11(a), as applicable, and (y) the Obligations up date that is ten (10) Business Days (or such longer period as the Administrative Agent may agree in its sole discretion) after such written notice is delivered to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullCompany pursuant to this clause (iii).

Subsidiary Guaranty. Borrower shall cause each of its existing Subsidiaries listed on Exhibit C, which includes the owners of each Unencumbered Property, along with all other current subsidiaries of the Borrower, excluding only the Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) concurrently with the delivery of each compliance certificate required to be delivered pursuant to Section 6.1(d), with respect to each Subsidiary which (x) is acquired or formed (other than Excluded Subsidiaries) during the most recent fiscal quarter period covered by such compliance certificate or (y) was not required to join in the Subsidiary Guaranty because it was an Excluded Subsidiary but shall subsequently not be precluded from doing so during such most recent fiscal quarter and (ii) within five (5) Business Days after the date any Subsidiary has any Recourse Indebtedness or Guarantee Obligations with respect to the Revolving Credit Agreement, the Borrower shall cause each such Subsidiary to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty; it being understood and agreed, for purposes of clarity, that nothing in this sentence shall permit the treatment of any Eligible Unencumbered Property as an Unencumbered Property, or the inclusion of the value attributable to such Eligible Unencumbered Property in Unencumbered Pool Value, until such a joinder to the Subsidiary Guaranty has been so executed and delivered to the Administrative Agent by the Subsidiary owning such Eligible Unencumbered Property. Borrower covenants and agrees that each Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and in the case of any Subsidiary which is the owner of an Unencumbered Property, shall be in good standing in the state in which such Property is located. The delivery by Borrower to the Administrative Agent of any such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and in the case of a Subsidiary which is the owner of an Unencumbered Property, is in good standing in the state in which such Property is located. From time to time Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter time as may be agreed by the Administrative Agent), that a Subsidiary Guarantor be released from the Subsidiary Guaranty, which release (the “Release”) shall be effected by the Administrative Agent if all of the following conditions are satisfied as of the date of such Release: (a) Each of Borrower shall have delivered a compliance certificate showing pro forma compliance with the Subsidiary Guarantors hereby, jointly covenants set forth in herein after giving effect to such Release; and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations.- 80 - US_Active\121347781\V-16 (b) Anything herein or in any other Note Document to Substantially concurrently with the contrary notwithstandingRelease, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal shall have no outstanding Recourse Indebtedness or Guarantee Obligations in respect of the Revolving Credit Agreement; and state laws relating to the insolvency of debtors (c) If after giving effect to such Release the right resulting reduction in the Unencumbered Pool Value and Unencumbered Pool NOI would cause a breach of contribution established either Section 6.17(e) or Section 6.17(f), Borrower shall have repaid such Advances, if any, as may be required to reduce the outstanding Advances to the maximum amount of Advances that can be outstanding without creating such a breach of Section 6.17(e) or Section 6.17(f). In connection with a Release, Xxxxxxxx shall deliver to the Administrative Agent a certificate from Xxxxxxxx’s chief executive officer or chief financial officer regarding the matters referred to in Section 3the immediately preceding clauses (a). , (b) and (c). Notwithstanding the foregoing, the Administrative Agent shall not be obligated to release any such Subsidiary from the Subsidiary Guaranty if (i) Each such Subsidiary Guarantor agrees owns any Unencumbered Properties that are not being so released from such status or (ii) a Default or Unmatured Default has occurred and is then continuing. In addition, effective asupon on the Obligations may at earlier of (i) the date on which Borrower receives an Investment Grade Rating or any time and from time to time exceed date thereafter on which Borrower maintains such an Investment Grade Rating, or (ii) the date on which Borrower shall consummate a Private Placement Facility in the amount of not less than One Hundred Million Dollars ($100,000,000.00), Borrower may request, upon not less than five (5) Business Days prior written notice to the liability Administrative Agent, the release of such all Subsidiary Guarantor hereunder without impairing this Guarantors from the Subsidiary Guaranty other than those which have outstanding Recourse Indebtedness or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Guarantee Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the ObligationsGuaranty), remain liable for which release shall be effected by the Obligations up to Administrative Agent so long as no Default or Unmatured Default shall have occurred and be then continuing and in the maximum liability case of a release requested in connection with a Private Placement Facility, such release shall be effective simultaneous with the closing of such Subsidiary Guarantor hereunder until Private Placement Facility. Administrative Agent is authorized by the Obligations are paid in fullLenders and xxxxxx agrees to execute any reasonable documentation requested by Borrower to evidence such release.

Subsidiary Guaranty. As promptly as possible but in any event within thirty (a30) Each of days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary Guarantors herebyor any Subsidiary qualifies independently as, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance or is designated by the Company when due or the Administrative Agent as, a Material Domestic Subsidiary or a Material Foreign Subsidiary (whether at including, without limitation, upon the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability formation of any Subsidiary Guarantor hereunder which shallthat is a Division Successor), notwithstanding any the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such payment Person and shall cause each such Material Domestic Subsidiary and/or Material Foreign Subsidiary (other than any payment made by SPV) (to the extent such Subsidiary is not already a Borrower or a Subsidiary Guarantor) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of thereof, such joinder to the Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that, notwithstanding the foregoing (or any limitation set forth in the definition of “Subsidiary Guarantor”, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower, an additional or co-borrower, Guarantor or otherwise, for or in respect of any Indebtedness under the 2012 Senior Notes, the 2019 Senior Notes, the 2021 Senior Notes, or any other Material Indebtedness (other than any SPV with respect to any Permitted Securitization Indebtedness) to concurrently therewith to become a Subsidiary Guarantor hereunder. For the Avoidance of any doubt, no Foreign Subsidiary shall be required to Guarantee the Obligations of a U.S. Loan Party (other than for the avoidance of any doubt, such Obligations of a Foreign Obligor which may also be Guaranteed by a U.S. Loan Party) or any payment received other Domestic Subsidiary. Notwithstanding the foregoing to the contrary, to the extent that the Administrative Agent and the Company reasonably agree that the cost or collected from other consequences (including tax consequences) of providing a Guarantee of the Obligations by a Subsidiary is likely to be excessive in relation to the value to be afforded thereby, such Subsidiary Guarantor in respect of shall not be required to Guarantee the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.. 108

Subsidiary Guaranty. (a) Each As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guarantors herebyGuaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, jointly such Subsidiary Guaranty to be accompanied by appropriate corporate or limited liability company resolutions, other corporate or limited liability company documentation and severally, unconditionally legal opinions (if requested) in form and irrevocably, guarantees substance reasonably satisfactory to the Noteholders for the ratable benefit of such Noteholders Administrative Agent and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations.its counsel. ​ (b) Anything herein or in Subject to Section 5.11, with respect to any other Note Document Subsidiary required to the contrary notwithstanding, the maximum liability of each become a Subsidiary Guarantor hereunder pursuant to Section 5.09(a), the Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Subsidiary Guarantor hereunder pursuant to Section 5.09(a) (or such longer time period if agreed to by the Collateral Agent in its reasonable discretion), cause such Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgment of Grantors with respect to each Intercreditor Agreement in effect and a Perfection Certificate and take such additional actions (including the filing of Uniform Commercial Code financing statements and, if applicable and required pursuant to the terms of the Loan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Collateral Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Subsidiary (other than Excluded Property) in favor of the Collateral Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Note Documents Loan Documents. If requested by the Collateral Agent, the Collateral Agent shall receive an opinion or opinions of counsel for the applicable Loan Parties in no event exceed form and substance reasonably satisfactory to the amount which can be guaranteed Collateral Agent in respect of matters reasonably requested by such Subsidiary Guarantor under applicable federal and state laws the Collateral Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.09(b), dated as of the insolvency date of debtors (after giving effect to the right of contribution established in Section 3)such Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. (c) Each Subsidiary Guarantor agrees Subject to Section 5.11, with respect to each Loan Party that owns Material Real Property, such Loan Party shall: (i) no later than thirty (30) days (or such longer period as the Obligations Collateral Agent may at agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any time Material Real Property is acquired by such Loan Party, deliver to the Collateral Agent a legal description with respect any fee-owned real property that constitutes Material Real Property, information identifying any pipeline system that constitutes Material Real Property, and from time the relevant recording offices for Mortgages with respect to time exceed such Material Real Property; and (ii) no later than one hundred and twenty (120) days (or such longer period as the amount Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, execute and deliver (A) counterparts of a Mortgage, duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in the jurisdiction where such Material Real Property is located subject only to Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent on the property and/or rights described therein in favor of the liability Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or will be paid in connection with such recording or filing or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent, (B) for any Material Real Property other than a pipeline system, a marked commitment for a standard policy of title insurance on such Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns subject to the terms of the policy jacket with the final title policy to be delivered after recording of the Mortgage (a “Mortgage Policy”) issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent in form and substance and in an amount reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent, each of which shall (1) contain a “tie-in” or “cluster” endorsement, if available in the applicable jurisdiction at commercially reasonable rates (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and (2) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including, if requested, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, doing business, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, same as survey and so-called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction at commercially reasonable rates), together with evidence of payment of all premiums, (C) for any Material Real Property other than a pipeline system, a survey (which may take the form of an ALTA survey, aerial survey, ExpressMap or equivalent photographic depiction) in form and substance sufficient to obtain the Mortgage Policy without the standard survey exception and otherwise reasonably satisfactory to the Collateral Agent, (D) an opinion of local counsel to the Loan Parties in the state in which such Mortgaged Property is located, with respect to the enforceability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting Mortgage and any related fixture filings, in form and substance reasonably satisfactory to the rights Collateral Agent and remedies (E) to the extent not previously delivered, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property on which any Noteholder hereunder“building” (as defined in the Flood Insurance Laws) is located, and if such property is in a special flood hazard area, duly executed and acknowledged by the appropriate Loan Party, together with evidence of flood insurance as and to the extent required under Section 5.05 hereof.; and (diii) This Subsidiary Guaranty shall remain notwithstanding anything to the contrary in full force the foregoing clauses (i) and effect until all (ii), no later than one hundred and twenty (120) days (or such longer period as the Obligations Administrative Agent may agree in its sole discretion) after the last Business Day of each December, if such Loan Party owns a pipeline system encumbered by a Mortgage in accordance with the terms hereof and has acquired additional fee-owned or leasehold interests in connection with such pipeline system, and the obligations aggregate book value of all such additional fee-owned and leasehold interests not yet subject to a Mortgage exceeds $25,000,000, execute and deliver (A) counterparts of a Mortgage and/or supplement to a Mortgage, duly executed and delivered by the record owner of such property, together with evidence such Mortgage or supplement has been duly executed and delivered by a duly authorized officer of each Subsidiary Guarantor under this Subsidiary Guaranty shall party thereto, in form suitable for filing or recording in the jurisdiction where such Material Real Property is located subject only to Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been satisfied by payment paid or will be paid in full. connection with such recording or filing or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent, (eB) No payment made an opinion of local counsel to the Loan Parties in the state in which such Mortgaged Property is located, with respect to the enforceability of such Mortgage or supplement and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent and (C) to the extent not previously delivered, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, and if such property is in a special flood hazard area, duly executed and acknowledged by the Companyappropriate Loan Party, any together with evidence of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up flood insurance as and to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullextent required under Section 5.05 hereof.

Subsidiary Guaranty. The Company will take, and will ------------------- cause its Subsidiaries to take, such actions as are reasonably necessary or as the Administrative Agent may reasonably request (aincluding delivery of authorization documents and customary opinions of counsel) Each so that as of May 1, 2001, and at all times thereafter (subject to the proviso below), all of the Company's obligations hereunder are guaranteed by Subsidiaries (other than Foreign Subsidiaries) that, in the aggregate together with the Company, own 90% or more of the consolidated assets of the Company and its Subsidiaries (excluding Foreign Subsidiaries) and earned 90% or more of the consolidated revenue of the Company and its Subsidiaries (excluding Foreign Subsidiaries) during the most recent period of four consecutive fiscal quarters (excluding the revenues of any Subsidiary Guarantors herebyor business unit which has been divested or liquidated on or prior to any date of determination), jointly and severally, unconditionally and irrevocably, guarantees in each case pursuant to the Noteholders for Subsidiary Guaranty; provided that the ratable benefit provisions of such Noteholders this Section 13.13 shall -------- ------------- cease to be effective (and their respective successorsthereafter no Subsidiary shall be obligated to guarantee the Company's obligations hereunder) on the first date after May 1, indorsees, transferees 2001 on which the Company's long term senior unsecured non-credit-enhanced public Debt is rated BBB or better by S&P and assigns, the prompt and complete payment and performance Baa2 --- or better by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the ObligationsXxxxx'x. (b) Anything herein or Amendment to Section 14.01. Subsection (l) of Section 14.01 --------------------------- is amended in any other Note Document its entirety to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3).read as follows: (ci) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed during which the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting is required to be in effect pursuant to Section 13.13, the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty ------------- shall remain cease to be in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time with respect to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability as a result of such Subsidiary Guarantor hereunder until ceasing to be a Subsidiary pursuant to a transaction permitted hereunder), any Subsidiary Guarantor shall fail (subject to any applicable grace period) to comply with or to perform any applicable provision of the Obligations are paid Subsidiary Guaranty, or any Subsidiary Guarantor (or any Person by, through or on behalf of such Subsidiary Guarantor) shall contest in fullany manner the validity, binding nature or enforceability of the Subsidiary Guaranty with respect to such Subsidiary Guarantor.

Subsidiary Guaranty. On the Effective Date, the Borrower shall cause each Material Subsidiary that is a Domestic Subsidiary (aexcluding any Excluded Domestic Subsidiary) Each of to become a Subsidiary Guarantor. Subsequent to the Effective Date, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Domestic Subsidiary (excluding any Excluded Domestic Subsidiary) qualifies as a Material Subsidiary required to become, or is designated by the Borrower as, a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent the Subsidiary Guarantors herebyGuaranty (or a joinder thereto in the form contemplated thereby, jointly as applicable) pursuant to which such Subsidiary agrees to be bound by the terms and severallyprovisions thereof, unconditionally such Subsidiary Guaranty (or joinder thereto, as applicable) to be accompanied by appropriate corporate resolutions, other corporate documentation and irrevocably, guarantees legal opinions in form and substance reasonably satisfactory to the Noteholders for Administrative Agent and its counsel. Notwithstanding the ratable benefit foregoing, in the case of such Noteholders any Material Subsidiary that is a Domestic Subsidiary the stock (or other equity interests) of which the Borrower or any Subsidiary acquires after the Effective Date and their respective successorsintends to transfer to any Foreign Subsidiary or Excluded Domestic Subsidiary pursuant to Section 6.03(a)(iii) Section 6.03(a)(viii), indorsees, transferees and assignsas applicable, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration Borrower shall not be required to provide such notice or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by cause such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such become a Subsidiary Guarantor hereunder until thirty (30) days (or such later date as may be agreed upon by the Obligations are paid in fullAdministrative Agent) after the earlier of the date on which the Borrower or the applicable Subsidiary no longer intends to so transfer the stock (or other equity interests) of such acquired Subsidiary or a six (6) month period (or such longer period as may be agreed upon by the Administrative Agent) has elapsed without the Borrower or the applicable Subsidiary so transferring the stock (or other equity interests) of such acquired Subsidiary.

Subsidiary Guaranty. Reference is made to: (a1) Each that certain Second Amended and Restated Loan and Security Agreement dated as of May 30, 2014 as amended by that certain First Amendment dated as of the date hereof (the “First Amendment”) (as amended, the “Existing Loan Agreement”) by and between OrthoPediatrics Corp., a Delaware corporation (“Borrower”), and Squadron Capital LLC, a Delaware limited liability company (“Lender”); and (2) that certain Subsidiary Guarantors herebyGuaranty dated as of May 30, jointly 2014 (the “Guaranty”) made by OrthoPediatrics US Distribution Corp., a Delaware corporation (“Guarantor”) in favor of Lender. To induce Lender to enter into the First Amendment, Guarantor hereby expressly: (i) acknowledges and severally, unconditionally and irrevocably, guarantees consents to the Noteholders terms of the First Amendment (ii) affirms that the definition in of the Existing Loan Agreement which are incorporated by reference into the Guaranty include the modifications set forth in the First Amendment, and the Guaranty is hereby amended, modified, and supplemented to incorporate such definitions set forth in the First Amendment, where applicable; (iii) restates, ratifies, reaffirms, and remake all terms, provisions, liabilities and obligations of the Guarantor under the terms of the Guaranty as of the date hereof, to and for the ratable benefit of such Noteholders and their respective successorsLender, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right First Amendment, as if the terms of contribution established the Guaranty were set forth in Section 3). their entirety herein; (civ) Each Subsidiary Guarantor agrees hereby remakes as of the date hereof all representations and warranties set forth in the Guaranty, as if fully set forth herein; and (v) represents, warrants, and affirms that the Obligations may at any time and from time to time exceed Guaranty was on the amount date of the liability Closing Date and continues to be on the date hereof, the valid and binding obligations of such Subsidiary the Guarantor hereunder without impairing this Subsidiary Guaranty enforceable in accordance with their respective terms. To further induce Lender to enter into the First Amendment, and to make the loans evidenced by the Loan Agreement, Guarantor hereby represents and warrants to Lender that it possesses no claims, defenses, offsets, recoupment, or affecting the rights and remedies counterclaims of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Companykind or nature against Lender, or arising out of, or with respect to any of the Subsidiary GuarantorsLoan Documents, or the enforcement thereof (collectively, the “Claims”), nor does Guarantor have any other Subsidiary Guarantor knowledge of any facts that would or might give rise to any other Person Claims. If facts now exist which would or received could give rise to any Claim against Lender or collected by any Noteholder from arising out of or with respect to the Company, Existing Loan Agreement and any of the Subsidiary GuarantorsLoan Documents, as amended by the amendments thereto, or the enforcement thereof, Guarantor hereby unconditionally, irrevocably, and unequivocally waives and fully releases any and all such Claims as if such Claims were the subject of a lawsuit, adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice. Delivery of an executed counterpart of this Reaffirmation by telefacsimile or other Subsidiary Guarantor or any other Person by virtue electronic method of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations transmission shall be deemed equally as effective as delivery of an original executed counterpart of this Reaffirmation. Any party delivering an executed counterpart of this Reaffirmation of Guaranty (“Reaffirmation”) by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Reaffirmation, but the failure to modify, reduce, release or otherwise deliver an original executed counterpart shall not affect the liability validity, enforceability, and binding effect of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (this Reaffirmation. The foregoing shall apply to each other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullLoan Document mutatis mutandis.

Subsidiary Guaranty. (a) Each of the undersigned (the “Subsidiary Guarantors hereby, Guarantors”) hereby jointly and severally, unconditionally and irrevocably, severally guarantees to the Noteholders for the ratable benefit of such Noteholders each Secured Party as hereinafter provided, as primary obligor and their respective successors, indorsees, transferees and assignsnot as surety, the prompt and complete payment and performance by of the Company Secured Obligations in full in cash when due (whether at the stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further jointly and severally agree that if any of the Note Purchase Agreement Secured Obligations are not paid in full in cash when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), each Subsidiary Guarantor will 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 Secured Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Anything herein or in any other Note Document to the contrary notwithstandingEach Subsidiary Guarantor, and by its acceptance of this Subsidiary Guaranty, the maximum liability Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and under the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Note Documents shall in no event exceed Secured Parties and the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees Guarantors hereby irrevocably agree that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up limited to the maximum liability amount as will result in the Obligations of such Subsidiary Guarantor hereunder until under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance under applicable law after giving full effect to such Subsidiary Guarantor’s contribution rights but before taking into account any liabilities of such Subsidiary Guarantor under any other guarantee of such Subsidiary Guarantor other than any other guarantee of any obligations that are secured on a pari passu basis with the Obligations are paid in fullObligations.

Subsidiary Guaranty. (a) Each The Borrower will cause any Subsidiary which owns or ground leases an Unencumbered Asset to enter into a Subsidiary Guaranty and deliver to the Administrative Agent for the benefit of the Lenders (concurrently with the inclusion of any Project as an Unencumbered Asset) the following items: (i) a Subsidiary Guarantors herebyGuaranty, jointly or a joinder agreement in respect of any existing Subsidiary Guaranty; (ii) a certificate signed by the President, a Vice President, or a chief financial officer or chief accounting officer of the Borrower making representations and severally, unconditionally and irrevocably, guarantees warranties to the Noteholders for effect of those contained in Section 6.1, Section 6.2 and Section 6.3, with respect to such Subsidiary Guarantor and the ratable benefit Subsidiary Guaranty and in Section 6.20 with respect to the Unencumbered Assets owned by such Subsidiary Guarantor, as applicable; and (iii) an opinion of counsel addressed to each Lender and reasonably satisfactory to the Administrative Agent, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Noteholders Subsidiary Guarantor enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and their respective successors, indorsees, transferees similar laws affecting creditors’ rights generally and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligationsbe general equitable principles. (b) Anything herein Other than during the continuance of a Default or in any other Note Document to the contrary notwithstandingan Unmatured Default, the maximum liability Subsidiary Guaranty of each any Subsidiary Guarantor hereunder shall be released without the further consent of the Lenders if and under when a Project is sold or transferred by a Subsidiary Guarantor and all of the other Note Documents shall in no event exceed the amount which can be guaranteed Projects owned by such Subsidiary Guarantor under applicable federal and state laws relating shall thereby cease (not thereby creating a Default or an Unmatured Default) to be Unencumbered Assets, provided the insolvency of debtors (after giving effect to foregoing shall never permit the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount release of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from General Partner. At the Company, any request and expense of the Subsidiary GuarantorsBorrower, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations Administrative Agent shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any execute and deliver an instrument confirming such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullrelease.

Subsidiary Guaranty. (a) Each As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower as, a Subsidiary Guarantor pursuant to the definitions of "Material Foreign Subsidiary" and "Subsidiary Guarantor", the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Subsidiary Guarantor to deliver to the Administrative Agent the Subsidiary Guaranty pursuant to which such Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Concurrently with the execution and delivery thereof, each such Subsidiary (i) shall automatically become a Subsidiary Guarantor and thereupon shall have all of the Subsidiary Guarantors herebyrights, jointly benefits, duties, and severally, unconditionally obligations in such capacity under the Loan Documents and irrevocably, guarantees (ii) will grant Liens to the Noteholders Administrative Agent, for the ratable benefit of the Secured Parties, in any property of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the ObligationsPerson which constitutes Collateral. (b) Anything herein Without limiting the generality of the foregoing, the Borrower and each Subsidiary that is a Loan Party will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests in each Pledge Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in any favor of the Administrative Agent for the benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other Note Document security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Material Foreign Subsidiary shall be required hereunder (i) until the date that is sixty (60) days after the Effective Date (or such later date as may be agreed upon by the Administrative Agent) and (ii) to the contrary notwithstandingextent the Administrative Agent or its counsel determines that, in light of the maximum liability cost and expense associated therewith, such pledge would not provide material credit support for the benefit of each Subsidiary Guarantor hereunder the Secured Parties pursuant to legally valid, binding and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3)enforceable pledge agreements. (c) Each Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Guarantor agrees that is a Loan Party to, execute and deliver, or cause to be executed and delivered, to the Obligations Administrative Agent such documents, agreements and instruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required on the Effective Date), which may at any time and be required by law or which the Administrative Agent may, from time to time exceed time, reasonably request to carry out the amount terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the liability Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunderBorrower. (d) This If any material assets other than Excluded Assets are acquired by the Borrower or any Subsidiary Guaranty shall remain that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in full force favor of the Administrative Agent upon acquisition thereof), the Borrower will notify the Administrative Agent and effect until all the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the obligations Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in fullSection, all at the expense of the Borrower. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected Each Loan Party will use commercially reasonable efforts to obtain a Processor Control Agreement with respect to each Credit Card Processor party to a credit card processing agreement acquired by any Noteholder from Loan Party in connection with the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue consummation of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of Permitted Acquisition, within sixty (60) days after the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability consummation of such Subsidiary Guarantor hereunder until the Obligations are paid in full.Permitted Acquisition. 41

Subsidiary Guaranty. (a) Each Without limiting the provisions of Section 12.19 hereof, the Subsidiary Borrowers (as defined in the Existing Agreement) are hereby released from all liabilities under the Existing Agreement, as amended and restated by this Agreement, and under the Notes and other Loan Documents (as those capitalized terms are defined in the Existing Agreement); it being the intention and understanding of the parties that such Subsidiary Guarantors herebyBorrowers shall not be co-borrowers or, jointly and severallyas of the Agreement Date, unconditionally and irrevocably, guarantees guarantors under this Agreement or otherwise obligated with respect to the Noteholders for Loan Documents, as this Agreement and such other Loan Documents are in effect on the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, Agreement Date. The foregoing shall not impair the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) obligation of the Note Purchase Borrower to cause certain Subsidiaries of the Borrower to enter into or become parties to the Subsidiary Guaranty if certain events occur after the Agreement and the ObligationsDate, as provided in Section 7.15(b) below. (b) Anything herein If, after the Agreement Date, a Guaranty Trigger Event occurs with respect to any Subsidiary, the Borrower shall cause such Subsidiary to execute and deliver to the Agent, within 10 Business Days after the occurrence of such Guaranty Trigger Event, (i) a joinder to the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such Subsidiary), and (ii) the organizational documents, certificates of good standing, resolutions and, if requested by the Agent, a legal opinion regarding such Subsidiary, all in form and substance reasonably satisfactory to the Agent and consistent with the corresponding items delivered by the Borrower under Section 5.1(a) of this Agreement. A “Guaranty Trigger Event” shall mean, with respect to any Subsidiary, such Subsidiary becomes obligated, in whole or in any other Note Document part, as a co-borrower or guarantor or the like with respect to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor Bonds or any other Person or received or collected by any Noteholder from the Company, any unsecured Indebtedness of the Borrower for borrowed money. At the time any Subsidiary Guarantorsbecomes a Subsidiary Guarantor, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations Borrower shall be deemed to modify, reduce, release or otherwise affect make to the liability Agent and the Lenders all of any Subsidiary Guarantor hereunder which shall, notwithstanding any the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such payment (representations and warranties) contained in this Agreement and the other than any payment made by Loan Documents to the extent they apply to such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullGuarantor.

Subsidiary Guaranty. (a) Each As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guarantors herebyGuaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, jointly such Subsidiary Guaranty to be accompanied by appropriate corporate or limited liability company resolutions, other corporate or limited liability company documentation and severally, unconditionally legal opinions (if requested) in form and irrevocably, guarantees substance reasonably satisfactory to the Noteholders for the ratable benefit of such Noteholders Administrative Agent and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligationsits counsel. (b) Anything Subject to Section 5.11, with respect to any Subsidiary required to become a Subsidiary Guarantor hereunder pursuant to Section 5.09(a), the Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Subsidiary Guarantor hereunder pursuant to Section 5.09(a) (or such longer time period if agreed to by the Collateral Agent in its reasonable discretion), cause such Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgment of Grantors with respect to each Intercreditor Agreement in effect and a Perfection Certificate and take such additional actions (including the filing of Uniform Commercial Code financing statements and, if applicable and required pursuant to the terms of the Loan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Collateral Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Subsidiary (other than Excluded Property) in favor of the Collateral Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Collateral Agent, the Collateral Agent shall receive an opinion or opinions of counsel for the applicable Loan Parties in form and substance reasonably satisfactory to the Collateral Agent in respect of matters reasonably requested by the Collateral Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.09(b), dated as of the date of such Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. (c) Subject to Section 5.11, with respect to each Loan Party that owns Material Real Property, such Loan Party shall: (i) no later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, deliver to the Collateral Agent a legal description with respect any fee-owned real property that constitutes Material Real Property, information identifying any pipeline system that constitutes Material Real Property, and the relevant recording offices for Mortgages with respect to such Material Real Property; and (ii) no later than one hundred and twenty (120) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, execute and deliver (A) counterparts of a Mortgage, duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in the jurisdiction where such Material Real Property is located subject only to Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or will be paid in connection with such recording or filing or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent, (B) for any Material Real Property other than a pipeline system, a marked commitment for a standard policy of title insurance on such Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns subject to the terms of the policy jacket with the final title policy to be delivered after recording of the Mortgage (a “Mortgage Policy”) issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent in form and substance and in an amount reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent, each of which shall (1) contain a “tie-in” or “cluster” endorsement, if available in the applicable jurisdiction at commercially reasonable rates (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and (2) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including, if requested, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, doing business, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, same as survey and so-called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction at commercially reasonable rates), together with evidence of payment of all premiums, (C) for any Material Real Property other than a pipeline system, a survey (which may take the form of an ALTA survey, aerial survey, ExpressMap or equivalent photographic depiction) in form and substance sufficient to obtain the Mortgage Policy without the standard survey exception and otherwise reasonably satisfactory to the Collateral Agent, (D) an opinion of local counsel to the Loan Parties in the state in which such Mortgaged Property is located, with respect to the enforceability of such Mortgage and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent and (E) to the extent not previously delivered, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, and if such property is in a special flood hazard area, duly executed and acknowledged by the appropriate Loan Party, together with evidence of flood insurance as and to the extent required under Section 5.05 hereof. Notwithstanding anything herein or in any other Note Loan Document to the contrary notwithstandingcontrary, with respect to any Material Real Property on which any “building” (as defined in the Flood Insurance Laws) is located, the maximum liability of Loan Parties shall not be required to comply with Section 5.09(c)(ii) or 5.11(a), unless and until, and subject to the Intercreditor Agreement, (i) each Subsidiary Guarantor hereunder and under Lender shall have advised the other Note Documents shall Administrative Agent in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under writing that it has completed its due diligence with respect to any applicable federal and state laws flood insurance requirements relating to such Material Real Property and (ii) the insolvency Administrative Agent shall have provided the Borrower with written notice of debtors the satisfaction of the requirements in the foregoing clause (after giving effect i) and shall have requested, in a writing delivered to the right Borrower, that such Loan Parties comply with the applicable requirements of contribution established Section 5.09(c)(ii) or 5.11(a), which compliance shall not be required until the later of (x) the dates provided for in Section 35.09(c) or 5.11(a), as applicable, and (y) the date that is ten (10) Business Days (or such longer period as the Administrative Agent may agree in its sole discretion) after such written notice is delivered to the Borrower pursuant to this clause (ii). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. (a) Each Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally Guarantees to each Holder of a Note authenticated and irrevocably, guarantees delivered by the Trustee and to the Noteholders for the ratable benefit of such Noteholders Trustee and their respective successors, indorsees, transferees its successors and assigns, irrespective of the prompt validity and complete payment and performance by enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest, including Special Interest, if any, on, the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest, including Special Interest, if any on, the Notes, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due (or performed in accordance with the terms of the extension or renewal, whether at the stated maturityStated Maturity, by acceleration or otherwise) . Failing payment when due of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Note Purchase Agreement Subsidiary Guarantors shall be jointly and severally obligated to pay the Obligationssame immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Anything herein Each Subsidiary Guarantor hereby agrees that its Obligations with regard to this Subsidiary Guaranty shall be absolute and unconditional, irrespective of the validity or in enforceability of the Notes or the Obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver, modification or indulgence granted to the Company with respect to the same by the Holders or the Trustee, the recovery of any judgment against the Company or any other Note Document obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the contrary notwithstandingextent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (i) any right to require any of the Trustee, the maximum liability Holders or the Company (each a "Benefited Party"), as a condition of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed payment or performance by such Subsidiary Guarantor Guarantor, to (1) proceed against the Company, any other guarantor (including any other Subsidiary Guarantor) of the Obligations under the Subsidiary Guaranties or any other Person, (2) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (4) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the Subsidiary Guaranties or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the Obligations under the Subsidiary Guaranties; (iii) any defense based upon any statute or rule of law which provides that the Obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Benefited Party's errors or omissions in the administration of the Obligations under the Subsidiary Guaranties, except behavior which amounts to bad faith; (v) (1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guaranties and any legal or equitable discharge of such Subsidiary Guarantor's Obligations hereunder, (2) the benefit of any statute of limitations affecting such Subsidiary Guarantor's liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or Lien on any Property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guaranties, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guaranties or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable federal law, the benefits of any "One Action" rule; and state laws relating to (viii) any defenses or benefits that may be derived from or afforded by law which limit the insolvency liability of debtors (after giving effect to or exonerate guarantors or sureties, or which may conflict with the right terms of contribution established the Subsidiary Guaranties. Each Subsidiary Guarantor hereby covenants that its Subsidiary Guaranty shall not be discharged except as provided in Section 3)10.05 or by complete performance of the Obligations contained in its Subsidiary Guaranty and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations may at any time and from time to time exceed the amount Guaranteed hereby until payment in full of the liability of such all Obligations Guaranteed hereby. Each Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Companyfurther agrees that, any of as between the Subsidiary Guarantors, any on the one hand, and the Holders and the Trustee, on the other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from hand, (i) the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment maturity of the Obligations shall Guaranteed hereby may be deemed to modify, reduce, release or otherwise affect accelerated as provided in Article 6 for the liability purposes of any this Subsidiary Guarantor hereunder which shallGuaranty, notwithstanding any stay, injunction or other prohibition preventing such payment (other than any payment made by such Subsidiary Guarantor acceleration in respect of the Obligations Guaranteed hereby and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Obligations (whether or any payment received or collected from not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purpose of this Subsidiary Guaranty. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guaranty shall be entitled to a contribution from each other Subsidiary Guarantor and the Company in respect a pro rata amount based on the proportion that the net worth of the Obligations), remain liable for Company or the Obligations up relevant Subsidiary Guarantor represents relative to the maximum liability aggregate net worth of such the Company and all of the Subsidiary Guarantor hereunder until the Obligations are paid in fullGuarantors combined.

Subsidiary Guaranty. (a) Each On the Agreement Effective Date, Borrower shall cause each of its existing Subsidiaries listed on Schedule 2, which includes all current subsidiaries of Borrower other than Excluded Subsidiaries, to execute and deliver to the Administrative Agent the Subsidiary Guaranty. The Borrower shall cause each Subsidiary which satisfies any of the Subsidiary Guarantors hereby, jointly following applicable conditions to execute and severally, unconditionally and irrevocably, guarantees deliver to the Noteholders for Administrative Agent a joinder to the ratable benefit Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty within 10 Business Days of such Noteholders Subsidiary first satisfying such condition: (i) during the period from the Agreement Effective Date until the Investment Grade Rating Date, each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) and their respective successors(ii) on and after the Investment Grade Rating Date, indorseeseach Subsidiary (other than a Subsidiary of Borrower which (A) owns a single Project encumbered by Liens securing Secured Indebtedness permitted to exist hereunder or (B) is not a Wholly-Owned Subsidiary of Borrower) that either (x) incurs, transferees and assignsacquires or suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Indebtedness of another Person or (y) incurs, acquires or suffers to exist any Recourse Indebtedness, provided, that, the prompt Borrower shall not be obligated to cause such Subsidiary to execute and complete payment and performance by deliver a joinder to the Company when due (whether at the stated maturity, by acceleration or otherwise) Subsidiary Guaranty as a result of the Note Purchase immediately preceding clause (i) if the Borrower reasonably and in good faith expects or intends such Subsidiary to become an Excluded Subsidiary after the date of such acquisition or formation. If a Subsidiary that is initially not required to join in a Subsidiary Guaranty because it was an Excluded Subsidiary is later not precluded from doing so, then Borrower shall cause such Subsidiary to join in the Subsidiary Guaranty. At the time any Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed to make to the Administrative Agent and the Lenders all of the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the Obligationsother Loan Documents to the extent they apply to such Subsidiary Guarantor. (b) Anything herein or in any other Note Document From time to time, the Borrower may request, upon not less than two (2) Business Days prior written notice to the contrary notwithstandingAdministrative Agent, the maximum liability of each that a Subsidiary Guarantor hereunder be released from the Subsidiary Guaranty, and under upon receipt of such request the other Note Documents Administrative Agent shall in no event exceed the amount which can be guaranteed by release, such Subsidiary Guarantor under applicable federal from the Subsidiary Guaranty so long as: (i) on and state laws relating after the Investment Grade Rating Date, such Subsidiary Guarantor is not, or immediately upon its release will not be, required to be a party to the insolvency Subsidiary Guaranty under the immediately preceding subsection (a)(ii), (ii) no Unmatured Default or Default will exist immediately following such release; and (iii) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of debtors (the date of such release and immediately after giving effect to such release, except to the right extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of contribution established such earlier date) and except for changes in Section 3)factual circumstances not prohibited under the Loan Documents. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Each Subsidiary Guarantor agrees that On the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of Investment Grade Rating Date, each Subsidiary Guarantor under this that is not required to be a party to the Subsidiary Guaranty under the immediately preceding subsection (a)(ii) shall automatically be deemed released as a Subsidiary Guarantor so long as (i) no Unmatured Default or Default will exist immediately following such release; and (ii) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the date of such release and immediately after giving effect to such release, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been satisfied by payment true and correct on and as of such earlier date) and except for changes in full. (e) No payment made factual circumstances not prohibited under the Loan Documents. Unless notified by the CompanyAdministrative Agent to the contrary, any the occurrence of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected Investment Grade Rating Date shall constitute a representation by any Noteholder from the Company, any Borrower that the matters set forth in the preceding sentence (as of the Subsidiary GuarantorsInvestment Grade Rating Date) are true and correct. The Administrative Agent shall execute such documents and instruments as the Borrower may reasonably request, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application and at any time or from time the Borrower’s sole cost and expense, to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any evidence such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullrelease.

Subsidiary Guaranty. (a) Each As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guarantors herebyGuaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, jointly such Subsidiary Guaranty to be accompanied by appropriate corporate or limited liability company resolutions, other corporate or limited liability company documentation and severally, unconditionally legal opinions (if requested) in form and irrevocably, guarantees substance reasonably satisfactory to the Noteholders for the ratable benefit of such Noteholders Administrative Agent and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligationsits counsel. (b) Anything Subject to Section 5.11, with respect to any Subsidiary required to become a Subsidiary Guarantor hereunder pursuant to Section 5.09(a), the Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Subsidiary Guarantor hereunder pursuant to Section 5.09(a) (or such longer time period if agreed to by the Collateral Agent in its reasonable discretion), cause such Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgment of Grantors with respect to each Intercreditor Agreement in effect and a Perfection Certificate and take such additional actions (including the filing of UCC financing statements and, if applicable and required pursuant to the terms of the Loan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Collateral Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Subsidiary (other than Excluded Property) in favor of the Collateral Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Collateral Agent, the Collateral Agent shall receive an opinion or opinions of counsel for the applicable Loan Parties in form and substance reasonably satisfactory to the Collateral Agent in respect of matters reasonably requested by the Collateral Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.09(b), dated as of the date of such Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. (c) Subject to Section 5.11, with respect to each Loan Party that owns Material Real Property, such Loan Party shall: (i) no later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, deliver to the Collateral Agent a legal description with respect any fee-owned real property that constitutes Material Real Property, information identifying any pipeline system that constitutes Material Real Property, and the relevant recording offices for Mortgages with respect to such Material Real Property; and (ii) no later than one hundred and twenty (120) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, execute and deliver (A) counterparts of a Mortgage, duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in the jurisdiction where such Material Real Property is located subject only to Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or will be paid in connection with such recording or filing or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent, (B) for any Material Real Property other than a pipeline system, a marked commitment for a standard policy of title insurance on such Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns subject to the terms of the policy jacket with the final title policy to be delivered after recording of the Mortgage (a “Mortgage Policy”) issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent in form and substance and in an amount reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 6.02 and other Liens reasonably acceptable to the Collateral Agent, each of which shall (A) contain a “tie-in” or “cluster” endorsement, if available in the applicable jurisdiction at commercially reasonable rates (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and (B) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including, if requested, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, doing business, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, same as survey and so-called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction at commercially reasonable rates), together with evidence of payment of all premiums, (C) for any Material Real Property other than a pipeline system, a survey (which may take the form of an ALTA survey, aerial survey, ExpressMap or equivalent photographic depiction) in form and substance sufficient to obtain the Mortgage Policy without the standard survey exception and otherwise reasonably satisfactory to the Collateral Agent, (D) an opinion of local counsel to the Loan Parties in the state in which such Mortgaged Property is located, with respect to the enforceability of such Mortgage and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent and (E) to the extent not previously delivered, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, and if such property is in a special flood hazard area, duly executed and acknowledged by the appropriate Loan Party, together with evidence of flood insurance as and to the extent required under Section 5.05 hereof. Notwithstanding anything herein or in any other Note Loan Document to the contrary notwithstandingcontrary, with respect to any Material Real Property on which any “building” (as defined in the Flood Insurance Laws) is located, the maximum liability Loan Parties shall not be required to comply with Section 5.09(c)(ii) or 5.11, unless and until (i) the Administrative Agent and Collateral Agent shall have provided at least forty-five (45) days’ prior notice to the Lenders that a Mortgage is expected to be entered into with respect to such Material Real Property (which notice requirement may, in the case of any Mortgage required to be entered into pursuant to Section 5.11, be satisfied by the posting by the Administrative Agent of Schedule 5.09 to the Platform), (ii) each Subsidiary Guarantor hereunder and under Lender shall have advised the other Note Documents shall Administrative Agent in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under writing that it has completed its due diligence with respect to any applicable federal and state laws flood insurance requirements relating to such Material Real Property and (iii) the insolvency Administrative Agent shall have provided the Borrower with written notice of debtors the satisfaction of the requirements in the foregoing clause (after giving effect ii) and shall have requested, in a writing delivered to the right Borrower, that such Loan Parties comply with the applicable requirements of contribution established Section 5.09(c)(ii) or 5.11, which compliance shall not be required until the later of (x) the dates provided for in Section 35.09(c) or 5.11, as applicable, and (y) the date that is ten (10) Business Days (or such longer period as the Administrative Agent may agree in its sole discretion) after such written notice is delivered to the Borrower pursuant to this clause (iii). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. (a) Each Borrower shall cause each of its existing Subsidiaries listed on Exhibit C-1, which includes the owners of each Initial Unencumbered Property, along with all other current subsidiaries of Borrower, excluding only the Excluded Subsidiaries and the Subsidiaries set forth on Exhibit C-2, which each own a Lien Property, to execute and deliver to the Administrative Agent the Subsidiary Guarantors hereby, jointly Guaranty. Borrower shall cause each Subsidiary that owns a Lien Property to execute and severally, unconditionally and irrevocably, guarantees deliver to the Noteholders for Administrative Agent a joinder in the ratable benefit Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty within five (5) Business Days after the date such Subsidiary’s Lien Property becomes an Eligible Unencumbered Property. Borrower shall cause each Subsidiary which is hereafter acquired or formed (other than Excluded Subsidiaries) to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached in the form of Subsidiary Guaranty within five (5) Business Days after the acquisition or formation of such Noteholders Subsidiary. Borrower covenants and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the Obligations. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of agrees that each Subsidiary Guarantor hereunder and under which it shall cause to execute the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain be fully authorized to do so by its supporting organizational and authority documents and shall be in full force good standing in its state of organization and effect until all in the Obligations and case of any Subsidiary which is the obligations owner of each an Unencumbered Property, shall be in good standing in the state in which such Property is located. If a Subsidiary Guarantor under this that was not required to join in the Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any because it was an Excluded Subsidiary as of the Agreement Effective Date shall subsequently not be precluded from doing so, then Borrower shall cause such Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of to join in the Subsidiary Guarantors, any other Guaranty within five (5) Business Days after such Subsidiary Guarantor or any other Person ceased to be an Excluded Subsidiary. The delivery by virtue Borrower to the Administrative Agent of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations such joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to modifyexecute the Subsidiary Guaranty has been fully authorized to do so by its supporting organizational and authority documents and is in good standing in its state of organization and in the case of a Subsidiary which is the owner of an Unencumbered Property, reduce, release or otherwise affect is in good standing in the liability of any Subsidiary Guarantor hereunder state in which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in fullProperty is located.

Subsidiary Guaranty. As promptly as possible but in any event within thirty (a30) Each of days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary Guarantors herebyor any Subsidiary qualifies independently as, jointly and severally, unconditionally and irrevocably, guarantees to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance or is designated by the Company when due as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Subsidiary Guarantor to deliver to the Administrative Agent the Subsidiary Guaranty pursuant to which such Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty to be accompanied by appropriate corporate or equivalent resolutions, other corporate or equivalent documentation and legal opinions (whether at which may include inside counsel to such Subsidiary Guarantor for certain matters) in form and substance reasonably satisfactory to the stated maturityAdministrative Agent and its counsel. If any Subsidiary ceases to be a Material Subsidiary, the Company shall provide the Administrative Agent with written notice thereof, and such Subsidiary shall no longer be a Subsidiary Guarantor and shall be released from the Subsidiary Guaranty and its obligations thereunder shall be terminated; provided that such Subsidiary shall once again become a Subsidiary Guarantor pursuant to the terms of this Section if it subsequently qualifies independently as, or is designated by acceleration or otherwise) the Company as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”. If all of the Note Purchase Agreement and assets (or substantially all of the Obligations. (bassets) Anything herein or any of the equity interests in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the other Note Loan Documents and, immediately after giving effect thereto, such Subsidiary Guarantor shall in no event exceed longer be a Subsidiary, then the amount which can be guaranteed by obligations of such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force be automatically released and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in fullterminated. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.

Subsidiary Guaranty. It will cause each of its Subsidiaries that incurs as primary obligor any Covered Materials Indebtedness or guarantees any Covered Material Indebtedness of the MLP or any Subsidiary of the MLP (including, without limitation, any debt issued pursuant to the Indenture), to guarantee the Borrower Obligations, by executing and delivering to the Administrative Agent, for the benefit of the Lenders, on or prior to the Effective Date with respect to any Subsidiary that guarantees or incurs as primary obligor any such Covered Material Indebtedness as of the Effective Date, and thereafter, within five (5) Business Days after any Subsidiary guarantees or incurs as primary obligor any such Covered Material Indebtedness, (a) Each a Subsidiary Guaranty (or a supplement thereto as may be requested by the Administrative Agent) and (b) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. For the avoidance of doubt, if at any time any Subsidiary referenced above neither incurs as primary obligor nor guarantees any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Indenture) or any such Subsidiary is to be released from such guarantee of, or obligations as primary obligor with respect to, such Covered Material Indebtedness immediately following such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall be released from the Subsidiary Guaranty in accordance with Section 6.15 of the Subsidiary Guarantors herebyGuaranty; provided that if such Subsidiary is not released from such guarantee of, jointly and severallyor obligations as primary obligor with respect to, unconditionally and irrevocablysuch Covered Material Indebtedness within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, guarantees then such Subsidiary shall immediately become a party to the Noteholders for the ratable benefit of such Noteholders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Note Purchase Agreement and the ObligationsSubsidiary Guaranty. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guaranty or affecting the rights and remedies of any Noteholder hereunder. (d) This Subsidiary Guaranty shall remain in full force and effect until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall have been satisfied by payment in full. (e) No payment made by the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person or received or collected by any Noteholder from the Company, any of the Subsidiary Guarantors, any other Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full.