Common use of Guaranty of Payment and Performance Clause in Contracts

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Agents or any Bank first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the Agents, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the The Guarantors hereby jointly and severally guarantees guarantee to the Agents Secured Party and the Banks, each Investor the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Secured Party or any Bank Investor first attempt to collect any of the Obligations from the Borrower Company or resort to any collateral security or other means of obtaining payment. Should the Borrower Company default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentSecured Party, become immediately due and payable to the Administrative AgentSecured Party, for the benefit of the Banks Secured Party and the AgentsInvestors, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent Secured Party on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative AgentSecured Party, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofeach applicable Note, for the account of the Banks Secured Party. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the AgentsSecured Party, for the account of the applicable Investor, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Secured Party and each Investor to receive the same net amount which the Secured Party and each Investor would have received on such due date had no such obligation been imposed upon the Guarantor. Each Guarantor will deliver promptly to the Secured Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally The Guarantor guarantees to the Agents and the Banks, Lenders the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(atoss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bofss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lenders first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, on behalf of the Lenders, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsLenders, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent on any number of occasionsGuarantor. All payments by any of the Guarantors Guarantor hereunder shall be made to the Administrative Agent, on behalf of the Lenders, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Credit Agreement, for the account of the Banks and Lenders. If at any time within twelve (12) months of the AgentsBorrower's making of any Management Fee Payment (as defined in the Credit Agreement) or Dividend Payment (as defined in the Credit Agreement), either an Event of Default or Unmatured Event of Default occurs under the Credit Agreement or the Borrower fails to be in compliance with each financial covenant set forth in Section 10.6 of the Credit Agreement, the Guarantor shall immediately upon demand repay such amount of the Management Fee Payment or Dividend Payment, as applicable, to the extent necessary to cure such Event of Default or Unmatured Event of Default.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the The Guarantors hereby jointly and severally guarantees guarantee to the Agents and the Banks, Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each Code in a bankruptcy or other insolvency proceeding of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunderBorrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lender first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsLender, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Note, for the account of the Banks Lender. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the AgentsLender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each For value received and hereby acknowledged and as an inducement to the Lenders to make Loans to the Borrowers and the Issuing Bank to issue Letters of Credit for the account of the Guarantors Borrowers, (a) each Guarantor hereby absolutely, unconditionally and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally irrevocably guarantees to the Agents Agents, the Issuing Bank and the BanksLenders, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(ass. 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bss. 502(b) and 506(b) of the Federal Bankruptcy Code. Each of Code (such obligations collectively being the Guarantors is accepting joint "Guaranteed Obligations"), (b) the Australian Borrower hereby absolutely, unconditionally and several liability hereunder in consideration of irrevocably guarantees to the other Guarantors accepting joint Agents, the Issuing Bank and several liability hereunder. This Guaranty is an absolutethe Lenders, unconditional and continuing guaranty of the full and punctual payment and performance when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the UK Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss. 362(a) of the Federal Bankruptcy Code and not the operation of their collectability only ss. 502(b) and 506(b) of the Federal Bankruptcy Code (such obligations collectively being the "UK Guaranteed Obligations"), and (c) the UK Borrower hereby absolutely, unconditionally and irrevocably guarantees to the Agents, the Issuing Bank and the Lenders, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Australian Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss. 362(a) of the Federal Bankruptcy Code and the operation of ss. 502(b) and 506(b) of the Federal Bankruptcy Code (such obligations collectively being the "Australian Guaranteed Obligations"). This ss. 6 is in no way conditioned upon any requirement that any Agent, the Agents Issuing Bank or any Bank Lender first attempt to collect any of the Obligations from the applicable Borrower or, as the case may be, Borrowers or resort to any collateral security or other means of obtaining payment. Should the any Borrower default in the payment or performance of any of the its Obligations, the obligations of each Guarantor, the Guarantors Australian Borrower and the UK Borrower hereunder with respect to such the Guaranteed Obligations, the UK Guaranteed Obligations in default shallor, upon demand by as the Administrative Agentcase may be, the Australian Guaranteed Obligations shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks Lenders, the Issuing Bank and the Agents, without demand or notice of any nature, all of which are expressly waived by each of Guarantor, the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks UK Borrower and the AgentsAustralian Borrower.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporationsGuarantor hereby, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally (if more than one), guarantees to the Agents and Beneficiary the Banks, prompt payment of the Obligations in full and punctual payment when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by required pre-paymentacceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint will, jointly and several liability hereunder severally, promptly pay the same, upon first demand in consideration of writing by the other Guarantors accepting joint Beneficiary, and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Agents or any Bank first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the case of any extension of time for payment or performance renewal of any of the Obligations, each Guarantor guarantees to the obligations Beneficiary that the same will be promptly paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of the Guarantors hereunder with respect Obligations, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to such Obligations promptly perform, at the time and in default shall, upon demand by the Administrative Agent, become immediately due and payable to manner set forth in the Administrative Agent, for the benefit of the Banks and the Agents, without demand or notice of any natureTransaction Documents, all of which are expressly waived the terms, covenants and conditions therein required to be kept, observed or performed by the Borrower. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the Guarantorsobligations, indebtedness or liabilities of the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Payments Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors hereunder may be required by to the Administrative Agent on any number of occasions. All payments by any of Beneficiary under this indemnity will not exceed the amount the Guarantors hereunder shall be made would have had to pay under this Section if the Administrative Agent, in amount claimed had been recoverable on the manner and at the place basis of payment specified therefor in ssa guarantee. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each For value received and hereby acknowledged and as an inducement to the Lenders to make Loans to the Borrowers and the Issuing Banks to issue Letters of Credit for the account of the Guarantors Borrowers, (a) each Guarantor hereby absolutely, unconditionally and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally irrevocably guarantees to the Agents Agents, the Issuing Banks and the BanksLenders, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(aSection 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bSections 502(b) and 506(b) of the Federal Bankruptcy Code. Each of Code (such obligations collectively being the Guarantors is accepting joint "Guaranteed Obligations") and several liability hereunder in consideration of (b) the other Guarantors accepting joint Australian Borrower hereby absolutely, unconditionally and several liability hereunder. This Guaranty is an absoluteirrevocably guarantees to the Agents, unconditional the Issuing Banks and continuing guaranty of the Lenders, the full and punctual payment and performance when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the UK Obligations including all such which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and not the operation of their collectability only Sections 502(b) and 506(b) of the Federal Bankruptcy Code (such obligations collectively being the "UK Guaranteed Obligations"). This Section 6 is in no way conditioned upon any requirement that the Agents any Agent, any Issuing Bank or any Bank Lender first attempt to collect any of the Obligations from the applicable Borrower or, as the case may be, Borrowers or resort to any collateral security or other means of obtaining payment. Should the any Borrower default in the payment or performance of any of the its Obligations, the obligations of each Guarantor and the Guarantors Australian Borrower hereunder with respect to such the Guaranteed Obligations in default shall, upon demand by or the Administrative Agent, UK Guaranteed Obligations shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders, the Issuing Banks and the Agents, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks Guarantor and the AgentsAustralian Borrower.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the The Guarantors hereby jointly and severally guarantees guarantee to the Agents and the Banks, BBL the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(aSection 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bSections 502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank BBL first attempt to collect any of the Obligations from the Borrower applicable Approved Franchisee or any other guarantor of such Approved Franchisee's Obligations, or resort to any collateral security or other means of obtaining payment, provided, however, that during any period of a Significant Continuing Default (as defined below), upon request of the Guarantors (but without limiting BBL's rights absent such request), BBL will use its usual efforts to collect the Obligations subject to such Significant Continuing Default. Should the Borrower Approved Franchisee default in the payment or performance of any of the ObligationsObligations and such default shall continue for 91 days, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative AgentBBL, for the benefit of the Banks and the Agents, without demand or notice of any nature, all of which are expressly waived by each of the Guarantorsupon demand. Payments by the Guarantors hereunder may be required by the Administrative Agent BBL on any number of occasions. All Demands by BBL in respect of any defaulted Monthly Rent payments by any of an Approved Franchisee may be satisfied by the Guarantors hereunder shall be made by paying the amount of Monthly Rent then in default; however, if the Guarantors have paid eight out of any twelve consecutive Monthly Rent payments in respect of any Agreement (with respect to such Agreement a "Significant Continuing Default"), upon any further Event of Default under such Agreement, the Administrative AgentGuarantors shall, upon demand for payment under this Guaranty, repay all Obligations under such Agreement, PROVIDED, that the Guarantors may satisfy such obligations, at their option, in the either manner and at the place of payment specified therefor provided in ssEXHIBIT C hereto. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. 1.1 Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporationsGuarantor hereby, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally severally, irrevocably, absolutely and unconditionally guarantees to the Agents Holder, as a primary obligor and the Banksnot merely as surety, the full and punctual prompt payment and performance when due (due, whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for of Trend as defined in the operation Security Agreement entered into by Trend in connection with the issuance by Trend of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code Note, including, without limitation, any extensions, renewals, and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Agents or any Bank first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any refinancings of the Obligations, the obligations of the Guarantors hereunder with respect to : (a) whether such Obligations in default shallare principal, upon demand interest, fees, costs, expenses or otherwise; (b) whether such Obligations exist now or are hereafter incurred; (c) whether such Obligations arise from or under the Note or any other agreement now or hereafter executed by the Administrative Agent, become immediately due and payable to the Administrative Agent, Trend with or for the benefit of the Banks Holder related to the Note or pursuant thereto; (d) whether such Obligations are direct, indirect, primary, absolute, secondary, contingent, secured, unsecured, matured, or unmatured; (e) whether such Obligations are contracted for by Trend alone or jointly and the Agentsseverally with another or others; (f) whether such Obligations are from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred; and (g) whether such Obligations are incurred by Trend prior to, without demand during, or notice after any filing by Trend or against Trend of any naturepetition or request for liquidation, reorganization, arrangement, adjudication as a bankrupt, relief as a debtor, or other relief under bankruptcy, insolvency, or similar laws now or hereafter in effect in the United States of America or any state or territory thereof or any foreign jurisdiction, and notwithstanding Trend’s legal status as a debtor or a debtor-in-possession or Trend’s discharge in any such proceeding. 1.2 Each Guarantor hereby acknowledges and agrees that: (a) Although applicable bankruptcy or insolvency laws may relieve all or part of which are expressly waived by each Trend’s obligations for interest, default interest, fees, costs, or expenses under the Note or otherwise, such Guarantor shall continue to be liable for such obligations as if such bankruptcy or insolvency of Trend had not occurred; (b) The obligations of such Guarantor under this Guaranty may exceed allowable Obligations under such bankruptcy and insolvency laws; and (c) Consistent with (a) and (b) above, such Guarantor’s liability to the Guarantors. Payments by the Guarantors Holder hereunder may not be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made co-extensive with Trend’s liability to the Administrative Agent, in Holder under the manner and at the place of payment specified therefor in ssNotes or otherwise. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors Guarantor hereby jointly and severally severally, irrevocably and unconditionally guarantees to the Agents Secured Party and the Banks, Investors the full and punctual payment when due (whether at stated maturity, by required pre-paymentpursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the Obligations including all such which would become due but for Borrower to the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code Secured Party and the operation Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of ss.ss.502(bdiscount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and 506(b) of any other obligations under the Federal Bankruptcy Code. Each of Purchase Agreement, the Guarantors is accepting joint Notes and several liability hereunder in consideration of other Transaction Documents (collectively, the other Guarantors accepting joint and several liability hereunder“Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Agents Secured Party or any Bank the Investors first attempt to collect any of the Guarantied Obligations from the Borrower or resort to any collateral security or other means of obtaining paymentpayment of the Guarantied Obligations. Should the Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks Secured Party and the AgentsInvestors, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent Secured Party or the Investors on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of Guarantor hereby (i) ratifies and affirms the Guarantors Existing Guaranty, (ii) agrees to amend and restate the Borrower is a member of a group of interrelated Existing Guaranty so that, as amended and interdependent corporationsrestated, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct it reads in its entirety as provided herein, and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally iii) guarantees to the Agents U.S. Facility Secured Parties and the Banks, Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the U.S. Facility Obligations including all such U.S. Facility Obligations which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal U.S. Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal U.S. Bankruptcy Code. Each of Code or any stay created pursuant to or in accordance with the Guarantors is accepting joint Companies’ Creditor Arrangement Act (Canada) or the Bankruptcy and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunderInsolvency Act (Canada). This Guaranty Guarantee is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the U.S. Facility Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Agent or any Bank U.S. Facility Secured Party first attempt to collect any of the U.S. Facility Obligations from the U.S. Borrower or resort to any collateral security or other means of obtaining payment. Should the U.S. Borrower default in the payment or performance of any of the U.S. Facility Obligations, the obligations of the Guarantors each Guarantor hereunder with respect to such U.S. Facility Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks U.S. Facility Secured Parties and the AgentsAgent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Credit Agreement, for the account of the Banks U.S. Facility Secured Parties and the AgentsAgent.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are The Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations (as defined in the Credit Agreement), including all such which that would become due but for the operation of the automatic stay pursuant to ss.362(aSection 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bSections 502(b) and 506(b) of the Federal Bankruptcy Code. Each , together with all costs of collection, compromise or enforcement, including without limitation reasonable attorneys’ fees, incurred with respect to the Guarantors is accepting joint and several liability hereunder Obligations or this Guaranty, or with respect to a proceeding under the federal bankruptcy laws or any insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of creditors concerning Borrower or Guarantor, together with interest on all such costs of collection, compromise or enforcement from the date arising at the rate of interest for overdue principal set forth in consideration of the other Guarantors accepting joint and several liability hereunderCredit Agreement (all the foregoing, collectively, the “Guaranty Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guaranty Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lender first attempt to collect any of the Guaranty Obligations from the Borrower or resort to any collateral security or other means of obtaining their payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsLender, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any of the Guarantors Guarantor hereunder shall be made to the Administrative Agent, Lender in the manner and at the place of payment specified therefor in ssthe Credit Agreement. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents Lenders and the Banks, Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Administrative Agent or any Bank Lender first attempt to collect any of the Obligations from the Borrower Company or resort to any collateral security or other means of obtaining payment. Should the Borrower Company default in the payment or performance of any of the Obligations, the obligations of each of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks Lenders and the AgentsAdministrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors any Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Credit Agreement, for the account of the Banks Lenders and the AgentsAdministrative Agent. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantors hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are The Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, Lenders the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations (as defined in the Credit Agreement), including all such which that would become due but for the operation of the automatic stay pursuant to ss.362(aSection 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bSections 502(b) and 506(b) of the Federal Bankruptcy Code. Each , together with all costs of collection, compromise or enforcement, including without limitation reasonable attorneys' fees, incurred with respect to the Guarantors is accepting joint and several liability hereunder Obligations or this Guaranty, or with respect to a proceeding under the federal bankruptcy laws or any insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of creditors concerning Borrower or Guarantor, together with interest on all such costs of collection, compromise or enforcement from the date arising at the rate of interest for overdue principal set forth in consideration of the other Guarantors accepting joint and several liability hereunderCredit Agreement (all the foregoing, collectively, the "Guaranty Obligations"). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guaranty Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lenders first attempt to collect any of the Guaranty Obligations from the Borrower or resort to any collateral security or other means of obtaining their payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsLenders, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent Lenders on any number of occasions. All payments by any of the Guarantors Guarantor hereunder shall be made to Fleet as agent for the Administrative AgentLenders, in the manner and at the place of payment specified therefor in ssthe Credit Agreement. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the The Guarantors hereby jointly and severally guarantees guarantee to the Agents and the Banks, Secured Party the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Secured Party first attempt to collect any of the Obligations from the Borrower Company or resort to any collateral security or other means of obtaining payment. Should the Borrower Company default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentSecured Party, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsSecured Party, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent Secured Party on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative AgentSecured Party, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Note, for the account of the Banks Secured Party. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the AgentsSecured Party on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Secured Party to receive the same net amount which the Secured Party would have received on such due date had no such obligation been imposed upon the Guarantor. Each Guarantor will deliver promptly to the Secured Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each (a) Guaranty by Parent of the Guarantors Borrower’s Obligations. Parent (being referred to herein in its capacity as guarantor as a “Guarantor”) hereby guarantees (such guaranty being hereinafter referred to as the “Parent Guaranty”) to the Lenders and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, ) of all of the obligations of the Borrower hereunder and under the other Loan Documents (including, but not limited to, the principal of the Loans advanced to the Borrower, all Reimbursement Obligations of the Borrower in respect of Letters of Credit, and all interest, fees, expenses, indemnities and other amounts payable by the Borrower hereunder), including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b§502(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This The Parent Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all such obligations of the Obligations Borrower hereunder and under the other Loan Documents, and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Administrative Agent or any Bank Lender first attempt to collect any of the Obligations Borrower’s obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in an Event of Default occur with respect to the payment or performance of any such obligations of the ObligationsBorrower, the obligations of Parent under the Guarantors hereunder Parent Guaranty with respect to such Obligations obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks Lenders and the AgentsAdministrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsParent. Payments by Parent in respect of the Guarantors hereunder Parent Guaranty may be required by the Administrative Agent on any number of occasions. All payments by any Parent in respect of the Guarantors hereunder Parent Guaranty shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofhereunder, for the account of the Banks Lenders and the AgentsAdministrative Agent.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors Guarantor hereby jointly and severally severally, irrevocably and unconditionally guarantees to the Agents Secured Party and the Banks, Investors the full and punctual payment when due (whether at stated maturity, by required pre-paymentpursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the Obligations including all such which would become due but for Issuer to the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code Secured Party and the operation Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of ss.ss.502(bdiscount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and 506(b) of any other obligations under the Federal Bankruptcy Code. Each of Purchase Agreement, the Guarantors is accepting joint Note and several liability hereunder in consideration of other Transaction Documents (collectively, the other Guarantors accepting joint and several liability hereunder“Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Agents Secured Party or any Bank the Investors first attempt to collect any of the Guarantied Obligations from the Borrower Issuer or resort to any collateral security or other means of obtaining paymentpayment of the Guarantied Obligations. Should the Borrower Issuer default in the payment or performance of any of the Guarantied Obligations, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks Secured Party and the AgentsInvestors, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent Secured Party or the Investors on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are The Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents Banks and the Banks, Agent the full and punctual payment when due (whether at stated maturity, by required pre-pre- payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(aSection 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bSection Section 502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Agent or any Bank first attempt to collect any of the Obligations from the Borrower Company or resort to any collateral security or other means of obtaining payment. Should the Borrower Company default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsAgent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Loan Agreement, for the account of the Banks and the AgentsAgent and shall be made without setoff or counterclaim and free and clear of and without deduction for any income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, now or hereinafter imposed, levied or collected, withheld or assessed by any governmental authority, agency or instrumentality excluding, in the case of the Agent and each Bank, net income and franchise taxes imposed on the Agent or such Bank by the jurisdiction under the laws of which such Agent or such Bank is organized or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. Notwithstanding anything to the contrary in this Guaranty, the Guarantor's liability hereunder shall be limited to an amount equal to $24,800,000, plus, without limitation as to the amounts thereof, all interest (but only to the extent such interest accrues at the rates (including default rates) expressly contemplated by the Credit Agreement as in effect on the date hereof), banking charges, commissions, costs and reasonable expenses chargeable to the Company in respect of the Obligations (but only to the extent such Obligations are expressly provided for in the Credit Agreement as in effect on the date hereof), plus all interest and other costs and expenses payable by such Guarantor pursuant to Section 3 hereof. The Agent's and the Bank's dealings with the Company need not be limited to any particular sum notwithstanding any limitation herein upon the liability of the Guarantor.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents Lenders and the Banks, Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code (the “Federal Bankruptcy Code Code”) and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Administrative Agent or any Bank Lender first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of each of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks Lenders and the AgentsAdministrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Credit Agreement, for the account of the Banks Lenders and the AgentsAdministrative Agent. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantors hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Federal Bankruptcy Code or any comparable provisions of any similar federal or state law.

Guaranty of Payment and Performance. Each The Guarantor hereby guarantees to Agent, for the benefit of the Guarantors Lenders, (a) the payment and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, performance of all of the Obligations under the Loan Agreement, under the Notes and/or under the other Financing Documents, (b) the performance of all of the obligations of Principal Debtor to Agent and/or the Lenders under the Loan Agreement, under the Notes and/or under the other Financing Documents, (c) the payment of all other future advances and other obligations of Principal Debtor to Agent and/or the Lenders or any of them under the Loan Agreement, under the Notes and/or under the other Financing Documents, including all such which would become due but without limitation any future loans and advances made to Principal Debtor by the Lenders or any of them in any of the foregoing documents or instruments prior to, during or following any (a) application by Principal Debtor for or consent by Principal Debtor to the appointment of a receiver, trustee or liquidator of Principal Debtor's property, (b) admission by Principal Debtor in writing of its inability to pay or failure generally to pay its respective debts as they mature, (c) general assignment by Principal Debtor for the operation benefit of creditors, (d) adjudication of Principal Debtor as bankrupt or (e) filing by Principal Debtor of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution or liquidation statute, or an answer admitting the material allegations of a petition filed against it in a proceeding under any such law (any of the automatic stay pursuant foregoing shall hereinafter be referred to ss.362(a) as a "Bankruptcy Event"), any interest accruing under the Notes, and Letter of Credit Agreement and/or the Federal Loan Agreement and Letter of Credit fees after the commencement of a Bankruptcy Code and Event to the operation of ss.ss.502(b) and 506(b) of extent permitted by applicable law, (collectively, the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder"Obligations"). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that Agent and/or the Agents or any Bank Lenders first attempt to collect any of the Obligations from the Borrower Principal Debtor or resort to any collateral security or other means of obtaining their payment. Should the Borrower Principal Debtor default in the payment or performance of any of the Obligations, or in the event that Principal Debtor or the Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or a material portion of its or their property, (ii) admit in writing its or their inability to pay or fail generally to pay its or their debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution or liquidation statute, or an answer admitting the material allegations of a petition filed against it or any of them in a proceeding under any such law, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsLenders, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of (a) GUARANTY BY WHITE MOUNTAINS OF FUND AMERICAN'S OBLIGATIONS. White Mountains (being referred to herein in its capacity as guarantor as a "GUARANTOR") hereby guarantees (such guaranty being hereinafter referred to as the Guarantors "WHITE MOUNTAINS GUARANTY") to the Lenders and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, ) of all of the obligations of Fund American hereunder and under the other Loan Documents (including the principal of the Loans advanced to Fund American, all Reimbursement Obligations of Fund American in respect of Letters of Credit, and all interest, fees, expenses, indemnities and other amounts payable by Fund American hereunder), including all such which would become due but for the operation of the automatic stay pursuant to ss.362(aSection 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(bSection 502(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This The White Mountains Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all such obligations of Fund American hereunder and under the Obligations other Loan Documents, and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Administrative Agent or any Bank Lender first attempt to collect any of the Obligations Fund American's obligations from the Borrower Fund American or resort to any collateral security or other means of obtaining payment. Should the Borrower default in an Event of Default occur with respect to the payment or performance of any such obligations of the ObligationsFund American, the obligations of White Mountains under the Guarantors hereunder White Mountains Guaranty with respect to such Obligations obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks Lenders and the AgentsAdministrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsWhite Mountains. Payments by White Mountains in respect of the Guarantors hereunder White Mountains Guaranty may be required by the Administrative Agent on any number of occasions. All payments by any White Mountains in respect of the Guarantors hereunder White Mountains Guaranty shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofhereunder, for the account of the Banks Lenders and the AgentsAdministrative Agent. (b) GUARANTY BY FUND AMERICAN OF WHITE MOUNTAINS' OBLIGATIONS. Fund American (being referred to herein in its capacity as guarantor as a "GUARANTOR" and together with White Mountains, in its capacity as a guarantor, as the "GUARANTORS") hereby guarantees (such guaranty being hereinafter referred to as the "FUND AMERICAN GUARANTY" and together with the White Mountains Guaranty as the "GUARANTEES" and individually as a "GUARANTY") to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of all of the principal of the Loans advanced to White Mountains, all Reimbursement Obligations of White Mountains in respect of Letters of Credit and all interest payable by White Mountains hereunder, including all such which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Section 502(b) of the Federal Bankruptcy Code. The Fund American Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of White Mountains' obligations, PROVIDED THAT, unless (a) White Mountains is the subject of a voluntary or involuntary proceeding under federal or state bankruptcy, insolvency or similar law or (b) demand first being made on White Mountains is not otherwise required by the terms of the Certificate of Designation, Fund American's obligations in respect of the Fund American Guaranty are conditioned on demand having been made on White Mountains for the payment of White Mountains' obligations (the "Demand Requirement"). Payments by Fund American in respect of the Fund American Guaranty may be required by the Administrative Agent on any number of occasions. All payments by Fund American in respect of the Fund American Guaranty shall be made to the Administrative Agent, in the manner and at the place of payment specified hereunder, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. (a) Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors Guarantor hereby jointly and severally guarantees to the Agents Lenders and the Banks, Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations of the Borrower (referred to in this (S)6.2 as the "Borrower's Obligations"), including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a(S)362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Borrower's Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Administrative Agent or any Bank Lender first attempt to collect any of the Borrower's Obligations from the Borrower or any other Guarantor or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Borrower's Obligations, the obligations of the Guarantors each Guarantor hereunder with respect to such Borrower's Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks Lenders, and the AgentsAdministrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthis Agreement, for the account of the Banks Lenders and the AgentsAdministrative Agent. (b) Notwithstanding any other term or provision of this (S)6 to the contrary, the Parent's liability as a Guarantor hereunder shall be limited in recourse to (i) the pledge of its ownership interests in the Borrower, and (ii) an amount equal to the sum of any payments, distributions or other sums received by the Parent from the Borrower or any Subsidiary in violation of the Credit Agreement. For the avoidance of doubt, the Administrative Agent and the Lenders shall have no recourse against any other assets of the Parent or any of the Investors; provided, however, that the limitation on liability of the Parent provided in this (S)6.2.1(b) shall terminate and be void ab initio if the Parent asserts any invalidity of its guaranty made pursuant to this (S)6.2 or the Pledge Agreement.

Guaranty of Payment and Performance. Each of the Guarantors Holdings hereby absolutely, ----------------------------------- irrevocably and the Borrower is a member of a group of interrelated unconditionally guarantees as primary obligor and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder not merely as surety: (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, i) the full and punctual prompt payment when due (whether upon prepayment, at stated maturity, by required pre-paymentdeclaration, by acceleration acceleration, mandatory purchase or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code principal of, Yield Maintenance Amount, if any, and interest on the operation Notes (including, without limitation, interest on overdue principal and (to the extent permitted by applicable law) any overdue Yield Maintenance Amount or other premium, if any, and interest on each Note); (ii) the full and prompt payment by the Company when due of ss.ss.502(b) any and 506(ball other obligations, liabilities and amounts (including, without limitation, indemnities, fees, costs, expenses and interest thereon) of the Federal Bankruptcy Code. Each Company now existing or hereafter incurred under, arising out of or in connection with this Agreement or the Notes; (iii) the due performance of and compliance by the Company with the terms, conditions, agreements and obligations under this Agreement or the Notes; and (iv) all renewals, extensions, modifications and refinancings (in whole or in part) of any of the Guarantors is accepting joint amounts, terms, conditions, agreements and several liability hereunder obligations referred to in consideration clauses (i) through (iii) of this SECTION 9. 1. The principal, Yield Maintenance Amount or other premium (if any), interest, obligations, liabilities, costs and expenses referred to in clauses (i) through (iv) above are collectively referred to as the "GUARANTEED OBLIGATIONS" and the ---------------------- obligations of Holdings under this SECTION 9 are in this SECTION 9 sometimes referred to as "THIS GUARANTY" and in other Guarantors accepting joint and several liability hereunder. Sections of this Agreement are ---- -------- sometimes referred to as the "HOLDINGS GUARANTY." This Guaranty is an absolute, unconditional ------------------ irrevocable, unconditional, present and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only collectibility, and is in no way conditioned or contingent upon any requirement that the Agents or any Bank first attempt to collect from the Company or any other Person or upon any other action, occurrence or circumstances whatsoever. In the event that the Company shall fail to pay, or perform punctually, when due, whether or not such failure or inability shall constitute an Event of Default, any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Guaranteed Obligations, the obligations of the Guarantors hereunder with respect to such Obligations in default Holdings shall, upon demand by so often as any such default happens, immediately pay the Administrative Agentsame forthwith or perform such term, become immediately due and payable to the Administrative Agentcondition, for the benefit of the Banks and the Agentsagreement or obligation, without demand demand, presentment, protest or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent on any number of occasionskind whatsoever. All payments made by any of the Guarantors hereunder Holdings under this Guaranty shall be made in compliance with this Agreement, including without limitation, SECTION 15, and Holdings shall reimburse each holder of Notes, upon demand, for all of such holder's costs and expenses of collection from, and enforcing compliance with the terms of this Agreement by, the Company. This Guaranty shall be subordinated to the Administrative Agent, Senior Holdings Debt in the manner and at the place accordance with SECTION 7 of payment specified therefor in ssthis Agreement. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors The Guarantor hereby jointly and severally guarantees to the Agents and the Banks, Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as of (a) the performanceprincipal of and premium, of all if any, and interest on the Loan made to the Borrower under the Credit Agreement, (b) obligations of the Borrower under the Note held by the Lender, and (c) all other monetary Obligations of the Borrower to the Lender, including, without limitation, all fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise, in each case whether now in existence or hereafter incurred or arising, including all such interest, fees, costs or charges which would become due but for the operation of the automatic stay pursuant to ss.362(aSection 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bSections 502(b) and 506(b) of the Federal Bankruptcy Code. Each of Code (collectively, the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder"GUARANTEED OBLIGATIONS"). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of all of the Guaranteed Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lender first attempt to collect any of the Guaranteed Obligations from the Borrower or any other Person primarily or secondarily liable with respect to any of the Guaranteed Obligations or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Guaranteed Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Guaranteed Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the Agents, Lender without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any of the Guarantors Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Credit Agreement, for the account of the Banks and the AgentsLender.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the The Guarantors hereby jointly and severally guarantees guarantee to the Agents and the Banks, Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each Code in a bankruptcy or other insolvency proceeding of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunderBorrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Agents or any Bank Purchasers first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentPurchasers, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsPurchasers, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent Purchasers on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative AgentPurchasers, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Debentures, for the account of the Banks Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the AgentsGuarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are The Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each Code in a bankruptcy or other insolvency proceeding of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunderBorrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lender first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsLender, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any of the Guarantors Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Note, for the account of the Banks Lender. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the AgentsGuarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Lender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are The Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(aSection 362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bSections 502(b) and 506(b) of the Federal Bankruptcy Code. Each In addition, the Guarantor agrees that payments by the Guarantor hereunder shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors Guarantor is accepting joint and several liability compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder in consideration or under any of the other Guarantors accepting joint Loan Documents, the Guarantor will pay to the Lender, on the date on which such amount is due and several liability hereunderpayable under any Loan Document, such additional amount in United States dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lender first attempt to collect any of the Obligations from the Borrower Company or resort to any collateral security or other means of obtaining payment. Should the Borrower Company default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsLender, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of Until Buyer repays the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporationsNorth Stadium Note in full, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, Seller the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of (a) all liabilities, agreements, and other obligations of the Obligations including all such which would become due but for Buyer to the operation of the automatic stay Seller pursuant to ss.362(athe Agreement and that certain Promissory Note executed by Buyer, as maker, to Seller, as payee, in the original principal amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00), dated on or about the date hereof, plus (b) of the Federal Bankruptcy Code and obligations under the operation of ss.ss.502(b) and 506(b) of North Stadium Note (collectively, the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder“Obligations”). This Guaranty is an absolute, unconditional unconditional, and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Agents or any Bank Seller first attempt to collect any of the Obligations from the Borrower Buyer or resort to any collateral security or other means of obtaining their payment. Should the Borrower Buyer default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the Agents, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsSeller. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent Seller on any number of occasions. All payments by The obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected by: (a) any extension, renewal, settlement, indulgence, compromise, waiver, or release of or with respect to the Obligations or the North Stadium Note or any part thereof or any agreement relating thereto (collectively, the “Loan Documents”), or with respect to any obligation of any other guarantor, obligor, surety, endorser, accommodating party or any other person or entity liable for any of the Guarantors hereunder shall be made Obligations (each, an “Obligor” and collectively, the “Obligors”), whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Administrative AgentObligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other Obligor; (b) any modification or amendment of or supplement to the Loan Documents, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations; (c) any release, surrender, compromise, settlement, waiver, subordination, or modification, with or without consideration, of any collateral securing the Obligations or any part thereof, any other guaranties with respect to the Obligations or any part thereof, or any other obligation of any other Obligor with respect to the Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Obligations; (d) any change in the corporate, partnership, limited liability company, or other existence, structure or ownership of the Buyer or any other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or any other Obligor of the Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Buyer or any other Obligor; (e) the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Buyer, any other Obligor, the Seller or any other person or entity, whether in connection herewith or in connection with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) the enforceability or validity of the Obligations or any part thereof with respect to Buyer or any other Obligor or the enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Buyer or any other Obligor, for any reason related to the Loan Documents, or any provision of applicable law, decree, order or regulation purporting to prohibit the payment by the Buyer or any other Obligor of any of the Obligations or otherwise affecting any term of any of the Obligations; (g) the failure of the Seller to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (h) the election by, or on behalf of the Seller, in any proceeding instituted under Chapter 11 of Title 11 of the manner and at United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the place “Bankruptcy Code”), of payment specified therefor in ss.the application of Section 1111(b)(2) of the Bankruptcy Code; 8.1.1 hereof(i) any borrowing or grant of a security interest by the Buyer, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Seller for repayment of all or any part of the Obligations; or (k) any other act or omission to act or delay of any kind by the Buyer, any other Obligor, or any other person or entity or any other circumstance whatsoever which might, but for the account provisions of this Section, constitute a legal or equitable discharge of the Banks and Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish the AgentsGuarantor’s liability under this Guaranty.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors The Guarantor hereby jointly and severally guarantees to the Agents and the Banks, Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as of (a) the performanceprincipal of and premium, of all if any, and interest on the Loan made to the Borrower under the Credit Agreement, (b) obligations of the Borrower under the Note held by the Lender, and (c) all other monetary Obligations of the Borrower to the Lender, including, without limitation, all fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise, in each case whether now in existence or hereafter incurred or arising, including all such interest, fees, costs or charges which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. Each of BankruPtcy Code (collectively, the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder"GUARANTEED OBLIGATIONS"). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of all of the Guaranteed Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lender first attempt to collect any of the Guaranteed Obligations from the Borrower or any other Person E-1 Form of Guaranty primarily or secondarily liable with respect to any of the Guaranteed Obligations or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Guaranteed Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Guaranteed Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the Agents, Lender without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any of the Guarantors Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Credit Agreement, for the account of the Banks and the AgentsLender.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrower hereunder (which benefits are Borrowers, for value received and hereby acknowledged). In consideration thereof, and as an inducement to the Lenders to make the Loans, each of Guarantor hereby reaffirms its guaranties to Agent and the Guarantors other Secured Parties under the Existing Loan Agreement to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally with the other Guarantors guarantees to the Agents Agent and the Banks, other Secured Parties the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Agent or any Bank Lender first attempt to collect any of the Obligations from the any Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Banks Agent and the Agentsother Secured Parties, without demand or notice of any nature, all of which are expressly waived by each of the Guarantorssuch Guarantor. Payments by the Guarantors hereunder may be required by the Administrative Agent or any Lender on any number of occasions. All payments by Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Obligations under and in respect of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ssthis Agreement. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of The Guarantors hereby acknowledge that the Guarantors and the Borrower is a member are members of a group of interrelated and interdependent related corporations, the success of any one of which is dependent upon in part on the success of the others. Each other members of the Guarantors such group, and each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder by the Banks pursuant to the Credit Agreement (which benefits are hereby acknowledged). In consideration thereof, each Each of the Guarantors hereby jointly and severally guarantees to the Agents Banks and the Banks, Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(asec.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(bsecs.502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Agent or any Bank first attempt to collect any of the Obligations from the Borrower or any other Guarantor or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of each of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsAgent, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by any of the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthis Agreement, for the account of the Banks and the AgentsAgent.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are The Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents Lenders and the Banks, Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) and the performance of all liabilities, agreements and other obligations of Principal Debtor to the Lenders and/or Agent, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), as well as (collectively, the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder"Obligations"). This Unlimited Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lenders and/or Agent first attempt to collect any of the Obligations from the Borrower Principal Debtor or resort to any collateral security or other means of obtaining their payment. Should the Borrower Principal Debtor default in the payment or performance of any of the Obligations, or in the event that Principal Debtor, any of the Guarantors or any one or more of any other guarantors of any of the Obligations shall (a) apply for or consent to the appointment of a receiver, trustee or liquidator of its or any of its or their property, (b) admit in writing its or their inability to pay or fail generally to pay its or their debts as they mature, (c) make a general assignment for the benefit of creditors, (d) be adjudicated a bankrupt or (e) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution or liquidation statute, or an answer admitting the material allegations of a petition filed against it or any of them in a proceeding under any such law (collectively, a "Bankruptcy Event"), the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for Agent and/or the benefit of the Banks and the AgentsLenders, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by Agent and/or the Administrative Agent Lenders on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are The Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a§362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b§§502(b) and 506(b) of the Federal Bankruptcy Code. Each Code in a bankruptcy or other insolvency proceeding of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunderBorrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents or any Bank Lender first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsLender, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any of the Guarantors Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Note or Supplemental Loan Document, as applicable, for the account of the Banks Lender. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the AgentsGuarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Lender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporationsContingent Obligor hereby, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally severally, guarantees to the Agents and Administrative Agent (on behalf of the Banks, Lenders) the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise)) of the Advances, as well as and the performance, of all liabilities, agreements and other obligations of the Obligations including all such which would become due but for Borrower to the operation Administrative Agent, the Lender Collateral Agent (on behalf of itself and the Lenders) and to each of the automatic stay pursuant Lenders under the Transaction Documents, whether direct or indirect, absolute or contingent, due or to ss.362(a) of become due, secured or unsecured, now existing or hereafter arising or acquired (collectively, the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code"GUARANTEED OBLIGATIONS"). Each of the Guarantors is accepting joint and several liability The guaranty provided hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing irrevocable guaranty of the full and punctual payment and performance of all of the Guaranteed Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Administrative Agent or any Bank Lender first attempt to collect any of the Guaranteed Obligations from the Borrower or resort to any collateral security or other means of obtaining their payment. Should the Borrower default in the payment or performance of any of the Guaranteed Obligations, the obligations of the Guarantors hereunder with respect to such Obligations the payment or performance in default shall, upon demand by the Administrative Agent, of each Contingent Obligor hereunder shall become immediately due and payable to the Administrative Agent, for the benefit Agent (on behalf of the Banks and the AgentsLenders), without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsContingent Obligor. Payments by the Guarantors Contingent Obligors hereunder may be required by the Administrative Agent (on behalf of the Lenders) on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are The Guarantor hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally guarantees to the Agents and the Banks, the full and ----------------------------------- punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a(S)362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b(S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Agents Agent or any Bank first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Banks and the AgentsAgent, without demand or notice of any nature, all of which are expressly waived by each of the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any of the Guarantors Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereofthe Credit Agreement, for the account of the Banks and the AgentsAgent and shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding.