Common use of Guaranty Clause in Contracts

Guaranty. (a) The Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyEach Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably, guarantee irrevocably guarantees to the Buyer and its successorsHolders the due, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller Company of the principal of, Make-Whole Amount, if any, and interest on, and each other amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at the stated maturity, maturity or by acceleration required or optional prepayment or by declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and the amounts payable by the Company under the Note Documents, and all other monetary obligations of the Company thereunder, being sometimes collectively hereinafter referred to as the “Obligations. (b) The Guarantors further agree ”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, each Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and all owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses (of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, all the reasonable fees and disbursements expenses of counsel) which may be paid or incurred by . Notwithstanding the Buyer in enforcing any rights foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to, or collecting, to any or all Guarantor that entering into this Guaranty would violate Section 548 of the Obligations and/or enforcing United States Bankruptcy Code or any rights with respect tocomparable provisions of any state law, or collecting against, the Guarantors in which case such Guarantor shall be liable under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable only for the Obligations amounts aggregating up to the maximum liability largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at United States Bankruptcy Code or any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or comparable provisions of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullstate law.

Guaranty. (a) The Guarantors herebyEach Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably, guarantee irrevocably guarantees to the Buyer and its successorsHolders the due, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller Company of the principal of, Make-Whole Amount, if any, LIBOR Breakage Amount, if any, and interest on (including interest accruing or becoming owing subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company), and each other amount due under, the Notes and the Note Purchase Agreement, when and as the same shall become due and payable (whether at the stated maturity, maturity or by acceleration required or optional prepayment or by declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and the amounts payable by the Company under the Note Documents (including any reasonable attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations. (b) The Guarantors further agree ”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, each Guarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and all owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses (of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, all the reasonable fees and disbursements expenses of counsel) which may be paid or incurred by . Notwithstanding the Buyer in enforcing any rights foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to, or collecting, to any or all Guarantor that entering into this Guaranty would violate Section 548 of the Obligations and/or enforcing United States Bankruptcy Code or any rights with respect tocomparable provisions of any state law, or collecting against, the Guarantors in which case such Guarantor shall be liable under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable only for the Obligations amounts aggregating up to the maximum liability largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at United States Bankruptcy Code or any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or comparable provisions of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullstate law.

Guaranty. (a) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee as a primary obligor and not only a surety, guaranties to the Buyer Administrative Agent, for the ratable benefit of the Lenders and its their respective successors, indorsees, transferees and assigns assigns, the prompt and complete payment and performance by the Seller Company when due (whether at the stated maturity, by acceleration or otherwise) of the Company Obligations. (b) The Guarantors further agree Anything herein or in any other Loan Document to pay the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guarantied by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Secured Obligations may at any time and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by from time to time exceed the Buyer in enforcing any rights with respect to, or collecting, any or all amount of the Obligations and/or enforcing liability of such Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any rights with respect to, or collecting against, the Guarantors under Lender hereunder. (d) The guaranty contained in this Guaranty. This Guaranty Section 2 shall remain in full force and effect until all of the Secured Obligations are paid shall have been Paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any ObligationsFull. (ce) No payment or payments made by the SellerCompany, any of the Guarantors, any other guarantor or any other Person or received or collected by the Buyer Administrative Agent or any Lender from the SellerCompany, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors any Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by the Guarantors such Guarantor in respect of the Secured Obligations or payments any payment received or collected from the Guarantors such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of the Guarantors such Guarantor hereunder until both the Secured Obligations are paid Paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Full. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (ai) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Buyer Purchasers and its their respective successors, indorseesendorsees, transferees and assigns assigns, the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (bii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer guaranty contained in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty Section 2 shall remain in full force and effect until all the Obligations are paid and the obligations of each Guarantor under the guaranty contained in this Section 2 shall have been satisfied by indefeasible payment in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (cv) No payment or payments made by the SellerCompany, any of the Guarantors, any other guarantor or any other Person or received or collected by the Buyer Purchasers from the SellerCompany, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors any Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by the Guarantors such Guarantor in respect of the Obligations or payments any payment received or collected from the Guarantors such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantors such Guarantor hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g., the issuance of the Company’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company’s failure to perform such Obligations in accordance with the Transaction Documents.

Guaranty. In consideration of the benefit derived or to be derived by it from the Lease, Guarantor hereby unconditionally and irrevocably guarantees to Landlord, as a primary obligor and not merely as a surety, the following (the matters described in the following clause (a), clause (b) and clause (c), collectively, the “Obligations”), whenever incurred or accrued, including, without limitation, before the date of execution of this Guaranty: (a) The Guarantors herebythe faithful, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by in full in cash of all monetary obligations of Tenant under the Seller Lease when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, during any Transition Period), including, without limitation, (i) all reasonable fees Rent and disbursements Additional Charges of counselany nature and any and all other sums payable by Tenant under the Lease, (ii) which may Tenant’s obligation to expend the Required Capital Expenditures in accordance with the Lease (or to deposit sums into the Cap Ex Reserve) and any other expenditures of any nature required of Tenant under the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (iii) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations, in each case as provided in and subject to all applicable terms of the Lease; (b) the faithful, prompt and complete performance when due of (other than the monetary obligations described in clause (a) above) each and every one of the provisions, terms and conditions of the Lease and all covenants, agreements, conditions and requirements to be paid or incurred kept, performed and satisfied by Tenant under the Buyer in enforcing any rights Lease, including, without limitation, all obligations with respect to, or collecting, any or all to the operation of the Obligations and/or enforcing Facility, all indemnification and insurance obligations, and all obligations to maintain, rebuild, restore or replace the Leased Property or any rights with respect to, portion thereof or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations.facilities or improvements now or hereafter located thereat; and (c) No payment or payments made by the Sellerin furtherance of, and without limitation of, clause (a) and clause (b) above, the Guarantorsfaithful, prompt and complete payment and performance when due of all obligations of HLV Tenant with respect to any and all claims of HLV Landlord against HLV Tenant under the HLV Lease and all obligations, liabilities and indemnities of HLV Tenant under the HLV Lease, in each case arising (or in respect of any period) prior to the termination of the HLV Lease, in each case under clause (a), clause (b) and clause (c), including (x) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (as defined below) or similar laws, and (y) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other guarantor similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). In the event of the failure of Tenant to pay any Rent, Additional Charges or any other Person sums under the Lease, or received to render any other performance required of Tenant under the Lease, when due or collected within any applicable cure period, Guarantor shall forthwith (i) pay and perform or cause to be paid and performed any and all such Obligations, in each case to the full extent provided under the Lease, and (ii) pay all reasonable costs of collection or enforcement and other actual damages suffered or incurred by the Buyer Landlord that result from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any setnon-off or appropriation or application at any time or from time performance thereof. As to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up Guarantor’s liability under this Guaranty is without limit except solely as and to the maximum liability of the Guarantors hereunder until both the Obligations are paid extent provided in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Section 13 hereof. Guarantor agrees that whenever, at any time, or from time to time, it shall make any its guarantee provided herein constitutes a guarantee of payment to the Buyer on account and performance and not of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each collection. Guarantor shall be jointly and severally liable to with Tenant for the Buyer for all obligations payment and performance of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullObligations.

Guaranty. (a) Guaranty of Payment and Performance. The Guarantors hereby, unconditionally Parent hereby guarantees ----------------------------------- to Holder the full and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete punctual payment and performance by the Seller when due (whether at the stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the indebtedness and other amounts owing under this Note (collectively, the "Obligations"), including all such Obligations which would become due but for the operation of the automatic stay pursuant to (S)362(a) of the Federal Bankruptcy Code and the operation of (S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. 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 Holder first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Parent hereunder with respect to such Obligations in default shall, upon demand by Holder, become immediately due and payable to Holder, without demand or notice of any nature, all of which are expressly waived by the Parent. Payments by the Parent hereunder may be required by ▇▇▇▇▇▇ on any number of occasions. All payments by the Parent hereunder shall be made to the Holder, in the manner and at the place of payment specified therefor for payments hereunder to be made by the Company. (b) Parent's Agreement to Pay Enforcement Costs, etc. The Guarantors Parent ------------------------------------------------ further agree agrees, as the principal obligor and not as a guarantor only, to pay any and all expenses (includingto Holder, without limitationon demand, all reasonable fees costs and disbursements expenses (including court costs and reasonable legal expenses, including the allocated cost of staff counsel) which may incurred or expended by Holder in connection with the Obligations, this guaranty and the enforcement thereof, together with interest on amounts recoverable hereunder from the time when such amounts become due until payment, whether before or after judgment, at the rate of interest set forth in (S)1 hereof, provided that if such interest exceeds the maximum amount permitted to be paid or incurred by the Buyer in enforcing any rights with respect to--------- under applicable law, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty then such interest shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time be reduced to time prior thereto the Seller may be free from any Obligationssuch maximum permitted amount. (c) No payment or payments made Waivers by the SellerParent; ▇▇▇▇▇▇'s Freedom to Act. The Parent agrees ---------------------------------------------- that the Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the Guarantorsrights of Holder with respect thereto. The Parent waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all other guarantor or notices of any other Person or received or collected by the Buyer from the Sellerkind, the Guarantors, any other guarantor or any other Person all defenses which may be available by virtue of any action valuation, stay, moratorium law or proceeding other similar law now or hereafter in effect, any right to require the marshalling of assets of the Company or any set-off other entity or appropriation other Person primarily or application at secondarily liable with respect to any time of the Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Parent agrees to the provisions of any instrument evidencing, securing or from time to time otherwise executed in reduction connection with any Obligation and agrees that the obligations of the Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other entity or other Person primarily or secondarily liable with respect to any of the Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Obligation; (iii) any change in the time, place or manner of payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received any rescissions, waivers, compromise, refinancing, consolidation or collected from other amendments or modifications of any of the Guarantors terms or provisions of this Note or any other agreement evidencing, securing or otherwise executed in respect connection with any of the Obligations made in accordance with the terms hereof; (iv) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Obligation; or (v) any other act or omission which might in any manner or to any extent vary the risk of the Parent or otherwise operate as a release or discharge of the Parent (other than the indefeasible payment in full, in cash, of all of the Obligations), remain liable for the Obligations up all of which may be done without notice to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Parent. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyGuarantor hereby absolutely, irrevocably and unconditionally and irrevocablyguarantees the due, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt punctual and complete payment and performance by of each and every obligation of Purchaser under the Seller Limited Notice to Proceed and work under and pursuant to the Contracts occurring on or before the Financial Close for the Project, whether such obligation presently exists or is created, incurred or arising from time to time hereafter, all as and when due required to be performed under the Limited Notice to Proceed and the Contracts, in all respects strictly in accordance with the terms, conditions and limitations contained in the Limited Notice to Proceed and the Contracts (whether at collectively, the stated maturity“Guaranteed Obligations”), by acceleration and agrees that if for any reason whatsoever Purchaser shall fail or otherwise) be unable to duly, punctually and fully pay or perform any Guaranteed Obligation as and when due, Guarantor shall, in the event of a Purchaser Event of Default in performance of any of the Obligations. (b) The Guarantors further agree Guaranteed Obligations by Purchaser under the Limited Notice to Proceed and the Contracts, upon written demand of IFCO, with prior written notice to Purchaser, forthwith pay any and all expenses (includingor perform or cause to be performed such Guaranteed Obligation, without limitationregard to any exercise or non-exercise by IFCO of any right, all reasonable fees and disbursements of counsel) which may be paid remedy, power or incurred by the Buyer privilege under or in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect toLimited Notice to Proceed and the Contracts against Purchaser. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, a termination of the Limited Notice to Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or collecting againstbefore the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s obligations hereunder. This Guaranty is a guarantee of payment and performance and not of collection. All payments by Guarantor hereunder shall be made by deposit of immediately available funds to an account identified by IFCO. The Guarantor hereby guarantees that payments hereunder shall be made in U.S. Dollars and in the Guarantors manner required for the relevant payment due from Purchaser under this Guarantythe Limited Notice to Proceed. This Guaranty shall remain continue in full force and effect until the earlier of (i) Financial Close for the Project or (ii) Purchaser or Guarantor shall have satisfactorily performed or fully discharged all of the Guaranteed Obligations; provided, however notwithstanding any provision in this Guaranty to the contrary, Guarantor shall have the full benefit of all defenses, setoffs, counterclaims, reductions, diminution or limitations of any Guaranteed Obligations are paid in full, notwithstanding that from time available to time prior thereto the Seller may be free from any Obligations. (c) No payment Purchaser pursuant to or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer arising from the Seller, Limited Notice to Proceed and the Guarantors, any other guarantor Contracts or any other Person by virtue otherwise and Guarantor’s obligations and liability arising from this Guaranty shall be no greater than that of any action or proceeding or any set-off or appropriation or application at any time or from time Purchaser under the Limited Notice to time in reduction of or in payment Proceed and the portions of the Obligations shall Contracts to be deemed performed prior to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable Financial Close for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Project. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors Subject to the provisions of Section 2.01(b), each Obligor hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Buyer each Guaranteed Creditor and its their respective successors, indorsees, transferees and assigns assigns, the prompt and complete payment and performance by the Seller Borrower or its Subsidiaries when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower’s Obligations. (b) The Guarantors Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Obligor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Obligor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Obligor further agree agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer any Guaranteed Creditor in enforcing enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Borrower’s Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors an Obligor under this Guaranty. This Guaranty shall remain in full force and effect until the Borrower’s Obligations are paid in fullfull (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated, or until a release of this Guaranty is made pursuant to Section 2.08, notwithstanding that from time to time prior thereto the Seller no amounts may be free from any Obligationsoutstanding under the Credit Agreement. (cd) Each Obligor agrees that the Borrower’s Obligations may at any time and from time to time exceed the amount of the liability of such Obligor hereunder without impairing this Guaranty or affecting the rights and remedies of any Guaranteed Creditor hereunder. (e) No payment or payments made by the SellerBorrower, the Guarantorsany Obligor, any other guarantor or any other Person or received or collected by the Buyer a Guaranteed Creditor from the SellerBorrower, the Guarantorsan Obligor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower’s Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors any Obligor hereunder which shall, notwithstanding any such payment or payments (other than payments made by the Guarantors Borrower or an Obligor in respect of the Borrower’s Obligations or payments received or collected from the Guarantors an Obligor in respect of the Borrower’s Obligations), remain liable for the Borrower’s Obligations up to the maximum liability of the Guarantors any Obligor hereunder until both the Borrower’s Obligations are paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)total Commitments are terminated. (df) Each Guarantor Obligor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer any Guaranteed Creditor on account of its liability hereunder, it will notify the Buyer Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing Notes or the Note Agreement (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any rights with respect to, attempt to collect from the Company or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor of the Notes, if any, or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by the Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes or the Note Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other Person instrument referred to therein and (z) enforcing or received defending (or collected by determining whether or how to enforce or defend) the Buyer from provisions of this Guaranty Agreement. Notwithstanding any provision to the Sellercontrary contained herein or in the Note Agreement or the Notes, the Guarantorsobligations of the Guarantor under this Guaranty Agreement, the Note Agreement and the Notes shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the federal bankruptcy laws or any comparable provision of any applicable state law. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may be paid become due to the holders or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all Collateral Agent under the terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the SellerNote Agreement, the GuarantorsCollateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other Person action, occurrence or received or collected by circumstance whatsoever. In the Buyer from event that the SellerCompany shall fail to pay any of such Guaranteed Obligations, the GuarantorsGuarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, any other guarantor without demand, presentment, protest or any other Person by virtue notice of any action or proceeding or any set-off or appropriation or application at any time or from time kind, in lawful money of the United States of America, pursuant to time the requirements for payment specified in reduction of or the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be deemed to modify, reduce, release or otherwise affect the liability brought hereunder as each cause of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each action arises. The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment the Notes issued pursuant to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. Note Agreement may (ebut need not) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant make reference to this Guaranty are paid in fullAgreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.

Guaranty. Guarantor hereby unconditionally and irrevocably -------- guarantees to each Beneficiary as their respective interests may appear: (a) The Guarantors herebythe due, unconditionally punctual and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete full payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) Lessee of the Obligations. (b) The Guarantors further agree to pay any and all expenses amounts (including, without limitation, amounts payable as damages in case of default) to be paid by Lessee pursuant to the Construction Agency Agreement, the Lease, the Participation Agreement and any other Operative Documents to which Lessee is or is to be a party, whether such obligations now exist or arise hereafter, as and when the same shall become due and payable, in accordance with the terms thereof; and (b) the due, prompt and faithful performance of, and compliance with, all other obligations, covenants, terms, conditions and undertakings of Lessee contained in the Construction Agency Agreement, the Lease, the Participation Agreement or any other Operative Document to which Lessee is or is to be a party in accordance with the terms thereof (such obligations referred to in clauses (a) ----------- and (b) above being hereinafter called the "Obligations"). Guarantor further --- ----------- agrees to pay any and all reasonable costs and expenses (including reasonable fees and disbursements of counsel) which that may be paid or incurred by the Buyer any Beneficiary in collecting any Obligations and/or in preserving or enforcing any rights with respect tounder this Guaranty or under the Obligations. The Guaranty is an unconditional and irrevocable guaranty of payment, performance and compliance and not of collectability, is in no way conditioned or collectingcontingent upon any attempt to collect Guaranty from or enforce performance or compliance by Lessee, any and shall be binding upon and against Guarantor without regard to the validity or all enforceability of the Obligations and/or enforcing any rights with respect to, or collecting againstConstruction Agency Agreement, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the SellerLease, the Guarantors, any other guarantor Participation Agreement or any other Operative Document. If for any reason whatsoever Lessee shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable or to perform or comply with any such obligation, covenant, term, condition or undertaking, Guarantor will immediately pay or cause to be paid such amounts to the Person or received Persons entitled to receive the same (according to their respective interests) under the terms of the Operative Documents, as appropriate, or collected by perform or comply with any such obligation, covenant, term, condition or undertaking or cause the Buyer same to be performed or complied with, together with interest on any amount due and owing from the Seller, date the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations same shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up have become due and payable to the maximum liability date of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)payment. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The In consideration of, and in order to induce the Banks to make the Loans hereunder, the Guarantors herebyhereby absolutely, unconditionally and irrevocably, jointly and severally guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete punctual payment and performance by the Seller when due (due, whether at the stated maturity, by acceleration or otherwise) , of the Obligations. , and all other obligations and covenants of the Company now or hereafter existing under this Agreement, the Notes and the other Loan Documents whether for principal, interest (bincluding interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Code), Fees, commissions, expenses (including reasonable attorneys' fees and expenses) The Guarantors further or otherwise, and all reasonable costs and expenses, if any, incurred by the Agent or any Bank in connection with enforcing any rights under this Guaranty (all such obligations being the "Guaranteed Obligations"), and agree to pay any and all reasonable expenses (includingincurred by each Bank and the Agent in enforcing this Guaranty; provided that notwithstanding anything contained herein or in any of the Loan Documents to the contrary, without limitationthe maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount, and provided further, each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all reasonable fees other Guarantors (and disbursements of counselthe Company) which may shall be paid or incurred fully liable for the repayment thereof to the maximum extent allowed by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guarantyapplicable law. This Guaranty shall remain is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in full force no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Guarantor agrees that the Guaranteed Obligations may at any time and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto exceed the Seller may be free from any Obligations. (c) No payment Maximum Guaranteed Amount of such Guarantor without impairing this Guaranty or payments made by affecting the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment rights and remedies of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Banks hereunder. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Guarantor hereby irrevocably and unconditionally guarantees to each holder the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) any other sums which may become due under the terms and provisions of the Notes or the Note Purchase Agreement and (c) the performance of all other obligations of the Company under the Note Purchase Agreement, (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations when due, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and disbursements of counselone special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) which may be paid or incurred by the Buyer Purchasers and each other holder of a Note in connection with enforcing any rights with respect to, or collecting, any defending (or all determining whether or how to enforce or defend) the provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNote Purchase Agreement, the Guarantors under Notes and this GuarantyGuaranty Agreement. This Guaranty shall remain in full force Each Guarantor hereby acknowledges and effect until the Obligations are paid in full, notwithstanding agrees that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, each Guarantor’s liability hereunder is joint and several with each other Guarantor and any other guarantor or any other Person or received or collected by Person(s) who may guarantee the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Purchase Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Noteholder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount (if any), prepayment premium (if any) and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be paid subject to as a consequence, direct or incurred indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Buyer in enforcing Company of any rights with respect towarranty, covenant, term or condition in, or collectingthe occurrence of any default under, any or all of the Obligations and/or enforcing any rights with respect to, or collecting againstthis Guaranty Agreement, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the SellerNotes, the Guarantors, any other guarantor Note Purchase Agreement or any other Person or received or collected by the Buyer Finance Document, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the GuarantorsNotes, any other guarantor the Note Purchase Agreement or any other Person by virtue Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of other Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Purchase Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Yield Maintenance Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this GuarantyShelf Agreement or any other instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). This Guaranty shall remain The guaranty in full force the preceding sentence is an absolute, present and effect until continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Obligations are paid in fullCompany or any other guarantor of the Notes (including, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Shelf Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Shelf Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Shelf Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the GuarantorsNotes, any other guarantor the Shelf Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of other Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Shelf Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, Net Loss, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this GuarantyNote Agreement or any other instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). This Guaranty shall remain The guaranty in full force the preceding sentence is an absolute, present and effect until continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligations are paid in fullCompany or any other guarantor of the Notes (including, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in the applicable currency of the obligation, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the GuarantorsNotes, any other guarantor the Note Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of other Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors hereby, Each Guarantor hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Buyer Administrative Agent, each Lender, each Swing Line Lender, each L/C Issuer and its successorseach other Person from time to time holding or owed payment with respect to the Guaranteed Obligations (collectively, indorseesthe “Guarantee Beneficiaries”) the full and prompt payment when due, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise) , and at all times thereafter, of the Guaranteed Obligations and the punctual performance of all of the terms contained in the Loan Documents. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations. ” means any and all existing and future Obligations which may be payable by the Borrowers to the Guarantee Beneficiaries under the Credit Agreement and any other Loan Document (and, in each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guarantee Beneficiary in connection with the collection or enforcement thereof (in each case, to the extent required to be paid under the Credit Agreement)). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor, any Borrower or any other guarantor under any Debtor Relief Law, and shall include interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of any individual Guarantor 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. Without limiting the generality of the foregoing unconditional guarantee, for the avoidance of doubt, this Guaranty shall in no manner be released, discharged or otherwise affected or limited by (a) any waiver, modification or amendment of, or supplement to, any documentation governing the Guarantee Obligations, including the Credit Agreement and the other Loan Documents, (b) The Guarantors further agree to pay any and all expenses change in the corporate existence, structure or ownership of (including, without limitation, all reasonable fees and disbursements of counselx) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collectingBorrower, any Guarantor or all any other guarantor of the Guaranteed Obligations and/or enforcing or (y) any rights with respect toGuarantee Beneficiary, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue existence of any action or proceeding or any claim, set-off or appropriation or application other rights which any Guarantor may have at any time against any Borrower, any Guarantee Beneficiary or from time to time any other entity, whether in reduction connection with the Loan Documents or with unrelated transactions; provided, that this clause (c) shall not prevent the assertion of such claim by separate suit or in payment of the Obligations shall be deemed to modifya compulsory counterclaim, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, invalidity or from time unenforceability relating to time, it shall make or against any payment Borrower for any reason relating to the Buyer on account Loan Documents or any other provision of its liability hereunderapplicable law or regulation purporting to prohibit the payment by any Borrower, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. any Guarantor or any other guarantor of any Guaranteed Obligations or (e) Each Guarantor shall be jointly and severally liable any other act or omission to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon act or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or delay of any kind by any Borrower, any Guarantee Beneficiary or any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullperson.

Guaranty. (a) The Guarantors herebyGuarantor, upon the occurrence of a Springing Recourse Event, hereby absolutely, irrevocably and unconditionally guaranties the due and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete punctual payment and performance by the Seller when due (due, whether at the stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower to any Lender, the Swingline Lender, the Issuing Lender or the Agent under or in connection with the Credit Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Revolving Loans, Term Loans A, Term Loans B, Swingline Loans and the Reimbursement Obligations, and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to any Lender or the Agent thereunder or in connection therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Lenders and the Agent in the enforcement of any of the foregoing or any obligation of Guarantor hereunder; and (d) all other Obligations. For the purposes of this Guaranty, the occurrence of any of the events described in (1)-(3) below shall be a “Springing Recourse Event”: (A) Guarantor fails to perform or comply with any of the following terms (each, a “Guarantor Covenant Breach”): (i) the Guarantor shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of general or limited partnership interests in the Borrower and the management of the business of the Borrower, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower; (ii) the Guarantor shall not own any assets other than (A) equity interests (or rights, options or warrants in respect thereof) of the Obligations. Borrower, (bB) The Guarantors up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Borrower; (C) money that has been distributed to Guarantor by Borrower or a Subsidiary of Borrower described in clause (ii)(B) above in accordance with Section 10.2. of the Credit Agreement that is held for ten (10) Business Days or less pending further agree distribution to pay any and all expenses equity holders of the Guarantor, (D) assets received by the Guarantor from third parties (including, without limitation, all reasonable fees the proceeds from any Equity Issuance), that are held for ten (10) Business Days or less pending further contribution to Borrower, (E) such bank accounts or similar instruments (subject to the other terms hereof) as it deems necessary to carry out its responsibilities under the limited partnership agreement of the Borrower, and disbursements (F) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of counselBorrower and its Subsidiaries (but which in no event shall include any real estate, cash, cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (ii)(C) which may be paid and (D) above) or incurred equity interests (other than equity interests permitted in clauses (ii)(A) and (B) above); (iii) the Guarantor shall promptly contribute or otherwise downstream to the Borrower any net assets received by the Buyer Guarantor from third parties (including, without limitation, the proceeds from any Equity Issuance), subject to the terms of clause (ii)(D) above; (iv) the Guarantor shall not merge or consolidate (except as permitted in enforcing the Credit Agreement), or dissolve, liquidate or otherwise wind up its business, affairs or assets; (v) the Guarantor shall not guarantee, or otherwise be or become obligated in respect of, any rights Indebtedness (which for the purposes hereof shall include any obligations under any Derivatives Contract but shall exclude (A) guarantees of obligations under any Derivatives Contracts in favor of Associated Bank National Association and any lender under the Prior Term Loan Agreement or Prior Existing Credit Agreement in place as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) any Indebtedness described in clause (f) of the definition of Indebtedness, (C) any liability pursuant to a Customary Nonrecourse Debt Guaranty until a claim is made with respect tothereto (provided that for the purposes of this clause (v), the Guarantor shall not be deemed to have violated this covenant with respect to Indebtedness under a Customary Nonrecourse Debt Guaranty until a judgment is obtained with respect to claims under Customary Nonrecourse Debt Guaranties individually or in the aggregate of $30,000,000 or greater), and (D) any liability pursuant to a springing guaranty on substantially the same terms as the Springing Guaranty; and provided further that the Guarantor’s liability with respect to (x) Indebtedness of Borrower in place as of March 31, 2014 and (y) Indebtedness of Inland Diversified assumed by Borrower and that is existing debt of Inland Diversified as of July 1, 2014 and was not incurred as a part of or in anticipation of the merger of Inland Diversified with and into KRG Magellan, solely by virtue of the Guarantor being the general partner of Borrower and not as a guarantor, shall be excluded from the foregoing provided such liability is not increased; and (B) with respect to a Guarantor Covenant Breach of any event described in (1)(A)(i)-(iii) above, the passage of forty-five (45) days after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or collecting(ii) Agent notifying Borrower in writing of any such Guarantor Covenant Breach, any or all or (C) with respect to a Guarantor Covenant Breach of the Obligations and/or enforcing any rights with respect toevent described in clause (1)(A)(v) above, the passage of ten (10) Business Days (or forty-five (45) days if the aggregate Indebtedness for the purposes of clause (1)(A)(v) above is less than $10,000,000), after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain (ii) Agent notifying Borrower in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from writing of any Obligations.such Guarantor Covenant Breach; or (c2) No payment Borrower or payments made by Guarantor shall commence a voluntary case under the SellerBankruptcy Code of 1978, the Guarantorsas amended, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor federal bankruptcy or any other Person by virtue domestic or foreign laws relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of any action debts, in each case with respect to Borrower or proceeding Guarantor, whether now or hereinafter in effect (collectively, a “Bankruptcy Proceeding”); or (3) Borrower or Guarantor or any set-off officer or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations director thereof shall be deemed to modifycollude with, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding assist any party in connection with any such payment filing in a Bankruptcy Proceeding or payments other than payments made by the Guarantors solicit or cause to be solicited petitioning creditors for any involuntary petition against Borrower or Guarantor in respect of the Obligations or payments received or collected any such Bankruptcy Proceeding from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full any party. Guarantor acknowledges and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made guaranty under this Guaranty for such purpose. (e) Each Guarantor of the Guarantied Obligations shall automatically become fully effective upon the occurrence of any Springing Recourse Event and no other documentation or notice shall be jointly and severally liable required to evidence the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullsame.

Guaranty. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this GuarantyNote Agreement or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). This Guaranty shall remain The guaranty in full force the preceding sentence is an absolute, present and effect until continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligations are paid in fullCompany or any other guarantor of the Notes (including, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the GuarantorsNotes, any other guarantor the Note Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any action or proceeding other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement. Notwithstanding the foregoing provisions or any set-off or appropriation or application other provision of this Subsidiary Guaranty Agreement, each Subsidiary Guarantor hereby agrees that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Subsidiary Guarantor, then this Subsidiary Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any Subsidiary Guarantor or from time to time in reduction of or in payment of the Obligations any holder and shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made have been automatically consented to by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full each Subsidiary Guarantor and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.each

Guaranty. (a) The Guarantors herebySubject to the subordination provisions of Section 4 of the Note Purchase Agreement, each Guarantor with all other Guarantors, hereby absolutely, unconditionally and irrevocably, guarantee jointly and severally guarantees to each holder of the Buyer Notes and its successorssuccessors and assigns, indorsees, transferees the full and assigns the prompt and complete punctual payment and performance by the Seller when due (due, whether at the stated maturity, by acceleration or otherwise) , of the Obligations. (b) The Guarantors further agree to pay any principal at the applicable Redemption Price and all expenses interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) the Notes and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Company now or hereafter existing under the Notes, the Note Purchase Agreement or any of the other Loan Documents, whether for principal, at the applicable Redemption Price, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C. § 101 et seq., (the “Bankruptcy Code”)), indemnification payments, damages payable under the Loan Documents, expenses (including reasonable attorneys’ fees and expenses) or otherwise, and all reasonable fees costs and disbursements of counsel) which may be paid or expenses, if any, actually incurred by the Buyer any holder in connection with enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty (all such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by each holder in enforcing this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full; provided that, notwithstanding that from time to time prior thereto anything contained herein, in the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of Note or in payment of the Obligations shall be deemed Note Purchase Agreement to modifythe contrary, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of each Guarantor hereunder and under the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any amounts received in excess of such Guarantor’s Maximum Guaranteed Amount. If any such rebate or refund is terminated ever required, all other Guarantors (such dateand the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not a guaranty of collectibility and is in no way conditioned upon any attempt to collect from the “Expiration Date”). (d) Company, another Guarantor or any other action, occurrence or circumstance whatsoever. Each Guarantor agrees that wheneverthe Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders of the Notes hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the holders, in lawful money of the United States of America, at any timethe place specified in the Note Purchase Agreement, or from time perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to timebe performed or complied with (in the case of the payment of Guaranteed Obligations), it shall make any payment together with interest (in the amounts and to the Buyer extent required under such Notes and the Note Purchase Agreement) on account any amount due and owing, in each case subject to the provisions of its liability hereunder, it will notify Section 4 of the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Note Purchase Agreement. Each Guarantor shall be jointly entitled to assume that any person stated in this Guaranty as being entitled to make a demand and severally liable receive payment hereunder is so entitled and, in connection therewith, to rely on written communications received from such persons as being genuine and having been duly authorized by all necessary legal action. All payments of principal at the applicable the Redemption Price, and interest on the Notes by a Guarantor hereunder shall be paid ratably (based on the outstanding principal amount of the Notes) to each holder and all payments of fees, expenses and other amounts shall be paid to such holder that incurred such fees, expenses and other amounts, subject to any limitations set forth in the Loan Documents, subject to the Buyer for all obligations provisions of Section 4 of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullNote Purchase Agreement.

Guaranty. (a) The Guarantors hereby, Guarantor unconditionally guarantees the payment when due of any and irrevocably, guarantee to all indebtedness and the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment satisfaction and performance by when required of all covenants, obligations and liabilities (collectively, the Seller when due (whether at the stated maturity, by acceleration or otherwise"Obligations and Liabilities") of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, Company under this Agreement. If any or all Obligations and Liabilities of the Obligations and/or enforcing any rights with respect to, or collecting againstCompany hereunder are not timely satisfied by the Company, the Guarantors Guarantor unconditionally promises to perform or cause to be performed such Obligations and Liabilities to RMST or to pay to RMST, without deduction of any kind, in lawful money of the United States, the amount of the Obligation and Liability if the same shall be monetary in nature. The Guarantor acknowledges that a separate action or actions may be brought and prosecuted against him/her/them whether or not action is brought against the Company and whether or not the Company is joined in any such separate action or actions. The Guarantor authorizes RMST, without notice or demand (except as shall be required by applicable law providing the same cannot be waived), and without affecting or impairing the liability of the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in fullSection, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction accordance with this Agreement or by mutual agreement with the Company, to renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of, any indebtedness of the Company or to modify the terms and time for performance of any or all Obligations and Liabilities under this Agreement. The Guarantor waives notice of dishonor, notice of acceptance, any right to require RMST to proceed against the Company, or to pursue any other remedy in payment RMST's power whatsoever. Until all of the Obligations and Liabilities shall be deemed have been fully performed, and until all periods under applicable law to modifycontest preferential or fraudulent payments have expired, reduce, release or otherwise affect the liability Guarantor waives all rights of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected contribution and subrogation from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Company. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyGuarantor hereby absolutely, irrevocably and unconditionally and irrevocably, guarantee to guarantees the Buyer and its successors, indorsees, transferees and assigns the prompt and complete punctual payment and performance by the Seller when due of all obligations of Obligor now or hereafter existing under the Agreement (collectively, the "Guaranteed Obligations"), and agrees to pay any and all costs incurred by Counterparty in enforcing or attempting to enforce any rights under this Guaranty. This is a guaranty of payment and performance, not of collection. For purposes hereof, the phrase “when due” shall include when any such obligations of Obligor under the Agreement would be due or are required to be performed, whether at the stated maturity, upon demand, by acceleration or otherwise) , in accordance with the Agreement without giving effect to any stay, injunction or similar action resulting from a bankruptcy or similar proceeding or any order of any event or governmental entity affecting Obligor, such maturity, demand or acceleration being deemed to have occurred upon, the Obligationstaking effect of such stay, injunction or similar action. (b) The Guarantors further agree In the event Obligor shall fail to pay any amount owed to the Counterparty under the Agreement, Guarantor shall, upon written demand from Counterparty of such failure, pay or cause to be paid the amount owed within ten (10) business days of receipt of such notice. In the event payment is not made in accordance with the foregoing sentence, the amount owed shall bear interest from the date of such demand until receipt of such payment at a rate per annum equal to the Prime Rate, accruing monthly. (c) Notwithstanding anything to the contrary herein, Guarantor’s aggregate obligation to Counterparty hereunder is limited to [________] U.S Dollars ($___) (the “Maximum Guaranteed Amount”) (it being understood for purposes of calculating the Maximum Guaranteed Amount of Guarantor hereunder that any payment by Guarantor either directly or indirectly to Counterparty, pursuant to a demand made upon Guarantor by Counterparty or otherwise made by Guarantor pursuant to its obligations under this Guaranty including any indemnification obligations, shall reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis), plus costs and all expenses incurred by Guaranteed party in enforcing this Guaranty. EXCEPT AS EXPRESSLY PAYABLE BY OBLIGOR PURSUANT TO THE AGREEMENT, IN NO EVENT SHALL GUARANTOR BE SUBJECT TO ANY CONSEQUENTIAL, EXEMPLARY, EQUITABLE, LOSS OF PROFITS PUNITIVE OR TORT DAMAGES. (includingd) Guarantor guarantees that the obligations of Guarantor under this Guaranty are independent of the obligations of Obligor under the Agreement, without limitation, all reasonable fees and disbursements of counsel) which a separate action or actions may be brought against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Obligor or whether Obligor is joined in any such action or actions. Subject to the above notice requirement, Counterparty shall have the right to proceed first and directly against Guarantor under this Guaranty without first proceeding against Obligor or exhausting any other remedies which it may have. (e) If any amount paid by Obligor in respect of the Guaranteed Obligations is required to be repaid by Counterparty pursuant to a court order in any bankruptcy or incurred similar Legal Proceeding, Guarantor’s Obligations hereunder shall be restored as if such payment by Obligor had never been made, and Guarantor, to the Buyer in enforcing extent permitted by applicable law or order, waives the benefit of any rights with respect to, or collecting, any or statute of limitations affecting the enforceability of this provision of the Guaranty. (f) This Guaranty shall terminate upon the date that all of the Guaranteed Obligations and/or enforcing are indefeasibly discharged. It is understood and agreed, however, that notwithstanding any rights with respect tosuch termination, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain continue in full force and effect until the with respect to all Guaranteed Obligations are paid in full, notwithstanding that from time arising prior to time prior thereto the Seller may be free from any Obligationssuch termination. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyGuarantors, jointly and severally, hereby unconditionally and irrevocably, guarantee guaranty to the Buyer Collateral Agent, for the benefit of the Noteholders, the punctual payment, as and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturityand payable, by acceleration stated maturity or otherwise) , of all Obligations of the Company from time to time owing by it in respect of the Securities Purchase Agreement, the Notes and the other Transaction Documents, including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, contract causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations. (b) The Guarantors further agree ”), and agrees to pay any and all expenses (including, without limitation, all including reasonable counsel fees and disbursements of counselexpenses) which may be paid or reasonably incurred by the Buyer Collateral Agent in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall remain in full force extend to all amounts that constitute part of the Guaranteed Obligations and effect until would be owed by the Obligations Company to the Collateral Agent or any Noteholder under the Securities Purchase Agreement and the Notes but for the fact that they are paid in full, notwithstanding that from time unenforceable or not allowable due to time prior thereto the Seller may be free from existence of an Insolvency Proceeding involving any ObligationsTransaction Party. (cb) No payment or payments made Each Guarantor, and by the Sellerits acceptance of this Guaranty, the GuarantorsCollateral Agent and each Noteholder, any other guarantor hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other Person similar foreign, federal, provincial or received or collected by state law to the Buyer from extent applicable to this Guaranty and the SellerGuaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the GuarantorsCollateral Agent, any other guarantor or any other Person by virtue the Noteholders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of any action or proceeding or any set-off or appropriation or application each Guarantor under this Guaranty at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up limited to the maximum liability amount as will result in the Guaranteed Obligations of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purposenot constituting a fraudulent transfer or conveyance. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors hereby, Each Borrower hereby unconditionally and irrevocably, guarantee jointly and severally guarantees to Administrative Agent, Lenders, and each other holder of the Obligations, as primary obligor and not as surety: (i) the due and punctual payment in full (and not merely the collectibility) by each Borrower of the Obligations, including unpaid and accrued interest thereon, in each case when due and payable, all according to the Buyer terms of this Agreement, the Notes and its successorsthe other Loan Documents; (ii) the due and punctual payment in full (and not merely the collectibility) by each of Borrower of all other sums and charges which may at any time be due and payable in accordance with this Agreement, indorsees, transferees the Notes or any of the other Loan Documents; (iii) the due and assigns the prompt and complete payment and punctual performance by each Borrower of all of the Seller when due other terms, covenants and conditions contained in the Loan Documents; and (iv) all the other Obligations of each Borrower. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of each Borrower solely in its capacity as a guarantor (and not in its capacity as a Borrower hereunder) under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws. (b) The obligations and liabilities of each Borrower as a guarantor under this Section shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Loan Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower solely in its capacity as a guarantor (and not in its capacity as a Borrower hereunder) expressly agrees that Administrative Agent and Lenders may, in their sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Loan Documents; (ii) modify, amend, change or terminate any provisions of any of the Loan Documents; (iii) grant extensions or renewals of or with respect to the Commitments, the Notes or any of the other Loan Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Loan Documents; (v) agree to the substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other collateral for the Commitments or to the subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, provision or covenant contained in this Agreement, any of the Notes or any of the other Loan Documents with respect to which any Borrower shall then be in default; (vii) make future advances pursuant to this Agreement or any of the other Loan Documents; (viii) assign, pledge, hypothecate or otherwise transfer the Commitments, the Obligations, the Notes, any of the other Loan Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with Borrower as if this Section were not in effect; (x) effect any release, compromise or settlement with any of Borrower, whether at in their capacity as a Borrower or as a guarantor under this Section, or any other guarantor; and (xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the stated maturityBankruptcy Code, it being expressly agreed by acceleration or otherwise) each Borrower that any such financing and/or use would be part of the Obligations. (bc) The Guarantors further agree obligations and liabilities of each Borrower, as guarantor under this Section, shall be primary, direct and immediate, shall not be subject to pay any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the other Borrower, Administrative Agent, any one or more of Lenders and/or any other guarantor and all expenses (includingshall not be conditional or contingent upon pursuit or enforcement by Administrative Agent or other Lenders of any remedies it may have against Borrower with respect to this Agreement, without limitationthe Notes or any of the other Loan Documents, all reasonable fees whether pursuant to the terms thereof or by operation of law. Without limiting the generality of the foregoing, Administrative Agent and disbursements Lenders shall not be required to make any demand upon any of counsel) which Borrower, or to sell the Collateral or otherwise pursue, enforce or exhaust its or their remedies against Borrower or the Collateral either before, concurrently with or after pursuing or enforcing its rights and remedies hereunder. Any one or more successive or concurrent actions or proceedings may be paid brought against each Borrower under this Section, either in the same action, if any, brought against any one or incurred by more of Borrower or in separate actions or proceedings, as often as Administrative Agent may deem expedient or advisable. Without limiting the Buyer in enforcing foregoing, it is specifically understood that any rights with respect tomodification, limitation or collecting, discharge of any or all of the Obligations and/or enforcing liabilities or obligations of any rights with respect to, one or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorsmore of Borrower, any other guarantor or any obligor under any of the Loan Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of Borrower, in their respective capacities as borrowers and guarantors under this Section, or under any of the Loan Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section in any manner whatsoever, and this Section shall remain and continue in full force and effect. It is the intent and purpose of this Section that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other Person guarantor by reason of any such proceeding, and each Borrower agrees that it shall be liable for the full amount of the obligations and liabilities under this Section, regardless of, and irrespective to, any modification, limitation or received discharge of the liability of any one or collected by the Buyer from the Seller, the Guarantorsmore of Borrower, any other guarantor or any other Person by virtue of obligor under any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modifyLoan Documents, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding that may result from any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)proceedings. (d) Each Guarantor agrees that wheneverBorrower, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made solely as guarantor under this Guaranty for such purpose.Section (and not in its capacity as a Borrower hereunder), hereby unconditionally, jointly and severally, irrevocably and expressly waives: (ei) Each Guarantor shall be jointly presentment and severally liable to the Buyer demand for all obligations payment of the Guarantors hereunder. The Guarantors hereby: Obligations and protest of non-payment; (aii) acknowledge notice of acceptance of this Section and agree that of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Buyer shall have no obligation to proceed against one Guarantor before proceeding against Notes or any of the other Guarantor, Loan Documents and notice of all indulgences; (biv) waive notice of any defense to their obligations under this Guaranty, based upon increase in the amount of any portion of or arising out all of the disability indebtedness guaranteed by this Section; (v) demand for observance, performance or other defense enforcement of any of the terms or cessation provisions of liability this Section, the Notes or any of one Guarantor versus the other Loan Documents; (vi) all errors and omissions in connection with Administrative Agent’s administration of all indebtedness guaranteed by this Section, except errors and omissions resulting from acts of bad faith; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other GuarantorBorrower; (viii) any act or omission of Administrative Agent or Lenders which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which Borrower may lawfully waive. Within ten (10) days following any request of Administrative Agent so to do, each Borrower will furnish Administrative Agent and (c) waive Lenders and such other persons as Administrative Agent may direct with a written certificate, duly acknowledged stating in detail whether or not any right of subrogation credits, offsets or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant defenses exist with respect to this Guaranty are paid in fullSection.

Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, (a) The Guarantors hereby, unconditionally the due and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller Parent of: (i) the principal of and premium, if any, and interest at the rate specified in the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“Post-Petition Interest”)) on the Note (including Post-Petition Interest), when due (and as due, whether at the stated scheduled maturity, date set for prepayment, by acceleration or otherwise, and (ii) all other monetary obligations of the Obligations. (b) The Guarantors further agree Parent to pay any the Creditor under the Note, when and all as due, including fees, costs, expenses (including, without limitation, all reasonable fees and disbursements expenses of counsel) which may be paid or counsel incurred by the Buyer Creditor in enforcing any rights with respect tounder this Agreement or the Note), contract causes of action and indemnities, whether primary, secondary, direct or collectingindirect, absolute or contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding); (b) the due and prompt performance of all covenants, agreements, obligations and liabilities of the Obligations and/or enforcing any rights with Parent under or in respect to, or collecting against, of the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations.Note; and (c) No the due and prompt payment or payments made by and performance of all covenants, agreements, obligations and liabilities of the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of Guarantor under or in payment respect of this Agreement and the Note, all such obligations in subsections (a) through (c), whether now or hereafter existing, being referred to collectively as the “Obligations.” The Guarantor further agrees that all or part of the Obligations shall may be deemed to modifyincreased, reduceextended, release substituted, amended, renewed or otherwise modified without notice to or consent from the Guarantor and such actions shall not affect the liability of the Guarantors hereunder which shallGuarantor hereunder. Without limiting the generality of the foregoing, notwithstanding any such payment the Guarantor’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by Parent to the Creditor under or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable Note but for the Obligations up fact that they are unenforceable or not allowable due to the maximum liability existence of a bankruptcy, reorganization or similar proceeding involving the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Parent. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make‑Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post‑filing or post‑petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing Notes or the Note Agreement (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”) up to the Maximum Guaranteed Amount (as defined below). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time attempt to time prior thereto the Seller may be free collect from any Obligations. Obligor or any other Subsidiary Guarantor of the Notes (c) No payment or payments made by the Sellerincluding, the Guarantorswithout limitation, any other guarantor Subsidiary Guarantor hereunder) or upon any other Person action, occurrence or received circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor agrees to pay any unpaid amount of the Guaranteed Obligations when due to the holders entitled thereto, without demand, presentment, protest or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue notice of any action or proceeding or any set-off or appropriation or application at any time or from time kind, in lawful money of the United States of America, pursuant to time the requirements for payment specified in reduction of or the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be deemed brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to modifythis Subsidiary Guaranty Agreement. Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, reduceloss, release cost or otherwise affect expense (including reasonable attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by any Obligor of any warranty, covenant, term or condition in, or the liability occurrence of any default under, this Subsidiary Guaranty Agreement, the Guarantors hereunder which shallNotes, notwithstanding or the Note Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such payment breach or payments default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, or the Note Agreement, and (z) enforcing or defending the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with the other than payments made by Subsidiary Guarantors, the Guarantors Parent and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, interest and irrevocablythe Excess Leverage Fee, guarantee to the Buyer and its successorsif any, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses on (including, without limitation, all reasonable fees interest and disbursements the Excess Leverage Fee accruing after the filing of counselany petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this GuarantyNote Agreement or any other instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). This Guaranty shall remain The guaranty in full force the preceding sentence is an absolute, present and effect until continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment Company or payments made by the Seller, the Guarantors, any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by the Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the GuarantorsNotes, any other guarantor the Note Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of other Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyFrom and after the Effective Date, unconditionally Guarantor hereby irrevocably guarantees the full, unconditional, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by of all of Licensee’s obligations and liabilities under the Seller when due (whether at the stated maturityAgreement, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, the payment of all reasonable fees rent and disbursements other charges due thereunder. Guarantor’s guarantee of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or such obligations and liabilities is subject to all of the Obligations and/or enforcing provisions of the Agreement applicable thereto and all other matters affecting the enforcement thereof. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditioned on the pursuit of any rights with respect toremedy against Licensee or any other person or against any lien available to Licensor, its successors or collecting againstassigns. Guarantor hereby waives any right to require that an action be brought against Licensee or any other person (provided, the Guarantors however, Licensor agrees to undertake reasonable collection efforts against Licensee before demanding payment from Guarantor under this Guaranty). In the event of a default by Licensee under the Agreement, Licensor shall have the right to enforce its rights, powers and remedies thereunder or hereunder in any order, and all rights, powers and remedies available to Licensor in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. This Guaranty shall remain in full force be enforceable according to its terms against Guarantor, his or her heirs, personal representatives, successors and effect until assigns, without the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from necessity for any Obligations. (c) No payment suit or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue proceedings against Licensee on Licensor’s part of any action kind or proceeding or nature whatsoever and without the necessity of any setnotice of non-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modifypayment, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any timenon-performance, or from time to time, it shall make non-observance or of any payment to the Buyer on account notice of its liability hereunder, it will notify the Buyer in writing that such payment is made under acceptance of this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. This Guaranty shall be a continuing Guaranty and the liability of Guarantor hereunder shall in no way be affected, modified, or diminished by reason of any assignment of the Agreement by Licensee or any renewal, modification or extension of the Agreement or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Agreement by Licensor and Licensee, or by reason of any extension of time that may be granted by Licensor to Licensee, or by reason of any dealings or transactions or matter or thing occurring between Licensor and Licensee, or by reason of any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership or trusteeship affecting Licensee or any of Licensee’s property, whether or not notice of any of same shall be given to Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Except as otherwise provided for herein (aincluding under Section 3.14), each Note Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Collateral Agent (for the set-off of the Secured Parties), the full and prompt payment, when and as the same become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations, including amounts that would become due but for the automatic stay under Section 362(a) The Guarantors herebyof the Bankruptcy Code, 11 U.S.C. §362(a), together with any and all expenses which may be incurred by the Collateral Agent and other Secured Parties in collecting any of the Obligations that are reimbursable in accordance with Section 5(a) of the Note Purchase Agreement (collectively, the “Guaranteed Obligations”). Each Note Guarantor further agrees that all or any portion of the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. In addition, if any or all of the Guaranteed Obligations become due and payable hereunder, each Note Guarantor, unconditionally and irrevocably, guarantee promises to pay such Guaranteed Obligations to the Buyer and its successors, indorsees, transferees and assigns Collateral Agent for the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) benefit of the Obligations. (b) The Guarantors further agree to pay Secured Parties, on demand. Each Note Guarantor unconditionally and irrevocably guarantees the payment of any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid the Guaranteed Obligations whether or incurred not due or payable by the Buyer in enforcing Issuer upon the occurrence of any rights with respect to, or collecting, any or all of Bankruptcy Event of Default of the Note and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, to the Guarantors under this GuarantyCollateral Agent for the benefit of the Secured Parties. This Note Guaranty is a continuing one and shall remain in full force and effect until the Obligations are paid Reference Date (or, with respect to any Note Guarantor, until the release of such Note Guarantor from its obligations hereunder in fullaccordance with Section 3.14 hereof), notwithstanding that from time and all liabilities to time prior thereto which it applies or may apply under the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations terms hereof shall be deemed conclusively presumed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors have been created in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)reliance hereon. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors hereby, Guarantor hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Buyer Administrative Agent, each Lender, each Swing Line Lender, each L/C Issuer and its successorseach other Person from time to time holding or owed payment with respect to the Guaranteed Obligations (collectively, indorseesthe “Guarantee Beneficiaries”) the full and prompt payment when due, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise) , and at all times thereafter, of the Guaranteed Obligations and the punctual performance of all of the terms contained in the Loan Documents. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations. ” means any and all existing and future Obligations which may be payable by the Borrowers to the Guarantee Beneficiaries under the Credit Agreement and any other Loan Document (and, in each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guarantee Beneficiary in connection with the collection or enforcement thereof (in each case, to the extent required to be paid under the Credit Agreement)). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor, any Borrower or any other guarantor of the Guaranteed Obligations under any Debtor Relief Law, and shall include interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws. Without limiting the generality of the foregoing unconditional guarantee, for the avoidance of doubt, this Guaranty shall in no manner be released, discharged or otherwise affected or limited by (a) any waiver, modification or amendment of, or supplement to, any documentation governing the Guarantee Obligations, including the Credit Agreement and the other Loan Documents, (b) The Guarantors further agree to pay any and all expenses change in the corporate existence, structure or ownership of (including, without limitation, all reasonable fees and disbursements of counselx) which may be paid any Borrower or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all guarantor of the Guaranteed Obligations and/or enforcing or (y) any rights with respect toGuarantee Beneficiary, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue existence of any action or proceeding or any claim, set-off or appropriation or application other rights which the Guarantor may have at any time against any Borrower, any Guarantee Beneficiary or from time to time any other entity, whether in reduction connection with the Loan Documents or with unrelated transactions; provided, that this clause (c) shall not prevent the assertion of such claim by separate suit or in payment of the Obligations shall be deemed to modifya compulsory counterclaim, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, invalidity or from time unenforceability relating to time, it shall make or against any payment Borrower for any reason relating to the Buyer on account Loan Documents or any other provision of its liability hereunder, it will notify applicable law or regulation purporting to prohibit the Buyer in writing that such payment is made under this Guaranty for such purpose. by any Borrower or any other guarantor of any Guaranteed Obligations or (e) Each Guarantor shall be jointly and severally liable any other act or omission to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon act or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or delay of any kind by any Borrower, any Guarantee Beneficiary or any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullperson.

Guaranty. (a) The Guarantors herebyGuarantor, jointly and severally, hereby unconditionally and irrevocably, guarantee irrevocably guaranties to the Buyer and its successors, indorsees, transferees and assigns Lender the prompt and complete full payment and performance by the Seller performance, when due (whether at the stated maturitydue, by acceleration or otherwise, of all indebtedness, liabilities, and obligations of Borrower to the Lender of any kind and description (collectively, the “Indebtedness”) under and pursuant to the Note or any of the Obligations. other documents evidencing or securing the Loan (collectively the “Loan Documents”). The guaranty of the Guarantor as set forth in this section is an absolute, continuing, primary, and unconditional guaranty of payment and not of collection. If a claim is ever made upon the Lender for the repayment or recovery of any amount or amounts received by the Lender in payment of any of the Indebtedness and the Lender repays all or part of such amount by reason of (a) any judgment, decree, or order of any court or administrative body having jurisdiction over the Lender or any of its property, or (b) The Guarantors further agree any settlement or compromise of any such claim effected by the Lender with any such claimant, including the Borrower, then in such event the Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of the Note or other instrument evidencing any of the Indebtedness, and the Guarantor shall be and remain obligated to pay any and all expenses (includingthe Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Lender, without limitation, all reasonable fees and disbursements of counsel) which such amount to be included in the term “Indebtedness.” This Guaranty may be paid or incurred enforced by the Buyer in enforcing any rights with respect to, or collecting, any or all of Lender against the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor without the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application necessity at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: Lender’s (a) acknowledge and agree that having recourse against Borrower on the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other GuarantorNote, or (b) waive exercising any defense other rights available to their obligations it under this Guarantythe Note or other Loan Documents. The Guarantor on demand shall pay to the Lender in immediately available funds, based upon or arising out in lawful money of the disability United States of America, any sum or other defense or cessation of liability of one Guarantor versus sums due to the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullLender hereunder.

Guaranty. (a) The Guarantors herebyGuarantor hereby absolutely, unconditionally and irrevocablyirrevocably guarantees the full and prompt payment when due, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) , and at all times thereafter, all principal, interest, fees and all other monetary obligations of the Trust owed to each of the Subordinate Certificate Holders relating to the Certificados Subordinados, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, which arise out of or in connection with the Trust Agreement (all such obligations being herein collectively called the “Guaranteed Obligations”). This Guaranty constitutes a guaranty by the Guarantor of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that the Trustee or any Subordinate Certificate Holder or any other Person exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Trustee (or any other Person) before or as a condition to the obligations of the Guarantor hereunder. In the event that any of the Guaranteed Obligations shall not be paid when due within any period provided for in the Certificados Subordinados, the Guarantor agrees to pay such Guaranteed Obligations to the corresponding Subordinate Certificate Holder within 30 (thirty) calendar days after delivery of a written demand by any such Subordinate Certificate Holder to the Guarantor. Without limiting the generality of the foregoing, upon any default on the payment of any of the Guaranteed Obligations, the Subordinate Certificate Holders may demand payment directly to the Guarantor, either prior to or concurrently with any requirement or lawsuit against, or without bringing requirement or suit against, the Trust. (b) The Guarantors further agree Any term or provision of this Guaranty or any other transaction document executed in connection with the Trust Agreement to pay any and all expenses (includingthe contrary notwithstanding, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all aggregate maximum amount of the Guaranteed Obligations and/or enforcing for which the Guarantor shall be liable shall not exceed the maximum amount for which the Guarantor can be liable without rendering this Guaranty or any rights other transaction document executed in connection with respect tothe Trust Agreement as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligationsfraudulent transfer. (c) No payment Any term or payments made by provision of this Guaranty or the Seller, the Guarantors, any other guarantor Trust Agreement or any other Person or received or collected by transaction document executed in connection therewith to the Buyer from the Sellercontrary notwithstanding, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment aggregate maximum amount of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect for which the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable with respect to the Buyer for all obligations principal amount of the Guarantors hereunder. The Guarantors hereby: Certifcados Subordinados shall not exceed (ax) acknowledge and agree USD$19,000,000 (nineteen million Dollars) minus (y) any principal amounts of the Certificados Subordinados indefeasibly paid in cash to the extent the Certifcados Subordinados have been permanently reduced with respect to such payment, or such higher amount as the Guarantor shall have agreed to in writing, provided, that the Buyer foregoing shall have no obligation to proceed against one Guarantor before proceeding against the other only limit Guarantor, (b) waive any defense to their ’s obligations under this Guaranty, based upon or arising out for principal of the disability Certifcados Subordinados but shall not limit or other defense or cessation of liability of one Guarantor versus impair the other or of Guarantor’s obligation with respect to any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullGuaranteed Obligation.

Guaranty. (a) The Guarantors hereby, Each Borrower hereby unconditionally and irrevocably, guarantee guarantees to Lender: (i) the due and punctual payment in full (and not merely the collectibility) by the other Borrowers of the Obligations, including unpaid and accrued interest thereon, in each case when due and payable, all according to the Buyer terms of this Agreement, the Notes and its successorsthe other Financing Documents; (ii) the due and punctual payment in full (and not merely the collectibility) by the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, indorsees, transferees the Notes or any of the other Financing Documents; (iii) the due and assigns the prompt and complete payment and punctual performance by the Seller when due other Borrowers of all of the other terms, covenants and conditions contained in the Financing Documents; and (iv) all the other Obligations of the other Borrowers. (b) The obligations and liabilities of each Borrower as a guarantor under this Section 2.4.10 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that Lender may, in its sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any of the Financing Documents; (iii) grant extensions or renewals of or with respect to the Credit Facilities, the Notes or any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Financing Documents; (v) agree to the substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other collateral for the Loan or to the subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, provision or covenant contained in this Agreement, any of the Notes or any of the other Financing Documents with respect to which Borrowers shall then be in default; (vii) make future advances pursuant to this Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise transfer the Commitments, the Obligations, the Notes, any of the other Financing Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Borrowers as if this Section 2.4.10 were not in effect; (x) effect any release, compromise or settlement with any of the other Borrowers, whether at in their capacity as a Borrower or as a guarantor under this Section 2.4.10, or any other guarantor; and (xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the stated maturityBankruptcy Code, it being expressly agreed by acceleration or otherwise) all Borrowers that any such financing and/or use would be part of the Obligations. (bc) The Guarantors further agree obligations and liabilities of each Borrower, as guarantor under this Section 2.4.10, shall be primary, direct and immediate, shall not be subject to pay any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the other Borrowers, Lender, and/or any other guarantor and all expenses (includingshall not be conditional or contingent upon pursuit or enforcement by Lender of any remedies it may have against Borrowers with respect to this Agreement, without limitationthe Notes or any of the other Financing Documents, all reasonable fees whether pursuant to the terms thereof or by operation of law. Without limiting the generality of the foregoing, Lender shall not be required to make any demand upon any of Borrowers, or to sell the Collateral or otherwise pursue, enforce or exhaust its remedies against Borrowers or the Collateral either before, concurrently with or after pursuing or enforcing its rights and disbursements of counsel) which remedies hereunder. Any one or more successive or concurrent actions or proceedings may be paid brought against each Borrower under this Section 2.4.10, either in the same action, if any, brought against any one or incurred by more of Borrowers or in separate actions or proceedings, as often as Lender may deem expedient or advisable. Without limiting the Buyer in enforcing foregoing, it is specifically understood that any rights with respect tomodification, limitation or collecting, discharge of any or all of the Obligations and/or enforcing liabilities or obligations of any rights with respect to, one or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorsmore of Borrowers, any other guarantor or any obligor under any of the Financing Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of Borrowers, in their respective capacities as borrowers and guarantors under this Section 2.4.10, or under any of the Financing Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section 2.4.10 in any manner whatsoever, and this Section 2.4.10 shall remain and continue in full force and effect. It is the intent and purpose of this Section 2.4.10 that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other Person guarantor by reason of any such proceeding, and Borrowers agree that they shall be liable for the full amount of the obligations and liabilities under this Section 2.4.10, regardless of, and irrespective to, any modification, limitation or received discharge of the liability of any one or collected by the Buyer from the Seller, the Guarantorsmore of Borrowers, any other guarantor or any other Person by virtue of obligor under any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modifyFinancing Documents, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding that may result from any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)proceedings. (d) Each Guarantor agrees that wheneverBorrower, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made as guarantor under this Guaranty for such purpose.Section 2.4.10, hereby unconditionally, jointly and severally, irrevocably and expressly waives: (ei) Each Guarantor shall be jointly presentment and severally liable to the Buyer demand for all obligations payment of the Guarantors hereunder. The Guarantors hereby: Obligations and protest of non-payment; (aii) acknowledge notice of acceptance of this Section 2.4.10 and agree that of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Buyer shall have no obligation to proceed against one Guarantor before proceeding against Notes or any of the other Guarantor, Financing Documents and notice of all indulgences; (biv) waive notice of any defense to their obligations under this Guaranty, based upon increase in the amount of any portion of or arising out all of the disability indebtedness guaranteed by this Section 2.4.10; (v) demand for observance, performance or other defense enforcement of any of the terms or cessation provisions of liability this Section 2.4.10, the Notes or any of one Guarantor versus the other Financing Documents; (vi) all errors and omissions in connection with Lender’s administration of all indebtedness guaranteed by this Section 2.4.10, except errors and omissions resulting from acts of bad faith; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other GuarantorBorrowers; (viii) any act or omission of Lender which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which Borrower may lawfully waive. Within ten (10) days following any request of Lender so to do, each Borrower will furnish Lender and (c) waive such other persons as Lender may direct with a written certificate, duly acknowledged stating in detail whether or not any right of subrogation credits, offsets or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant defenses exist with respect to this Guaranty are paid in fullSection 2.4.10.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) (b) any expenses, indemnities and other sums which may be paid become due to the holders or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all Collateral Agent under the terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the SellerNote Agreement, the GuarantorsCollateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other Person action, occurrence or received or collected by circumstance whatsoever. In the Buyer from event that the SellerCompany shall fail to pay any of such Guaranteed Obligations, the GuarantorsGuarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, any other guarantor without demand, presentment, protest or any other Person by virtue notice of any action or proceeding or any set-off or appropriation or application at any time or from time kind, in lawful money of the United States of America, pursuant to time the requirements for payment specified in reduction of or the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be deemed brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to modify, reduce, release or otherwise affect this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability of hereunder is joint and several with any other Person(s) who may guarantee the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such dateNotes, the “Expiration Date”)Note Agreement and other Note Documents. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing Notes or the Note Purchase Agreement (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any rights with respect toattempt to collect from the Issuer or any other guarantor of the Notes (including, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Guarantor hereunder) or upon any other Person action, occurrence or received circumstance whatsoever. In the event that the Issuer shall fail so to pay any of such Guaranteed Obligations when due, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue notice of any action or proceeding or any set-off or appropriation or application at any time or from time kind, in lawful money of the United States of America, pursuant to time the requirements for payment specified in reduction of or the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be deemed brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to modifythis Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any loss, reducecost or expense (including attorneys’ fees) which such holder may incur as a result of (x) any breach by such Guarantor, release by any other Guarantor or otherwise affect by the liability Issuer or the Parent of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes or the Note Purchase Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes or the Note Purchase Agreement and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement; provided that the foregoing indemnity obligations shall not expand the scope of the Guarantors Guaranteed Obligations hereunder; provided further that, for the avoidance of doubt, the scope of costs and expenses covered by this sentence shall be no more than the costs and expenses reimbursable under the Note Purchase Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder which shall, notwithstanding is joint and several with each other Guarantor and any such payment or payments other than payments made by Person(s) who may guarantee the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such dateNote Purchase Agreement. Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement, the “Expiration Date”). (d) Each Guarantor agrees that whenever, if at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify Guaranteed Obligations exceed the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.Maximum Guaranteed Amount determined as

Guaranty. (a) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Buyer Collateral Agent, for the ratable benefit of the Secured Parties and its each of their respective successors, indorsees, transferees and assigns assigns, the prompt and complete payment and performance by the Seller Company and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any Company Obligations and all expenses (the performance by the Company of each of the covenants and other obligations under the Indenture and the other Note Documents, including, without limitation, all reasonable fees Secured Obligations (each such Guarantor’s guarantee contained in this Article II, collectively, this “Guaranty”). This is a guarantee of payment and disbursements not collection and the liability of counseleach Guarantor is primary and not secondary. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may be paid or incurred by at any time and from time to time exceed the Buyer in enforcing any rights with respect to, or collecting, any or all amount of the liability of such Guarantor hereunder without impairing the Guaranty or affecting the rights and remedies of the Collateral Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Company Obligations and/or enforcing any rights with respect tois accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this Guaranty without demand or collecting against, the Guarantors under this Guarantynotice to such Guarantor. This Guaranty shall remain in full force and effect until Payment in Full of the Company Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligationsshall have occurred. (ce) No payment or payments made by the SellerCompany, any of the Guarantors, any other guarantor or any other Person or received or collected by the Buyer Collateral Agent or any other Secured Party from the SellerCompany, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors any Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by the Guarantors such Guarantor in respect of the Company Obligations or payments any payment received or collected from the Guarantors such Guarantor in respect of the Company Obligations), remain liable for the outstanding Secured Obligations up to the maximum liability of the Guarantors such Guarantor hereunder until both the Obligations are paid Payment in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations Full of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer Company Obligations shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fulloccurred.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) any other sums which may become due under the terms and provisions of the Notes or the Note Purchase Agreement and (c) the performance of all other obligations of the Company under the Note Purchase Agreement (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations when due, the Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor agrees to pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and disbursements of counselone special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all holders of the Obligations and/or Notes in connection with enforcing any rights with respect to, or collecting againstdefending (or determining whether or how to enforce or defend) the provisions of the Note Purchase Agreement, the Guarantors under Notes and this GuarantyGuaranty Agreement. This Guaranty shall remain in full force The Guarantor hereby acknowledges and effect until agrees that the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, Guarantor’s liability hereunder is joint and several with any other guarantor or any other Person or received or collected by Person(s) who may guarantee the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Debt under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Purchase Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyEach Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably, guarantee irrevocably guarantees to the Buyer and its successorsHolders the due, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller Company of the principal of, Make-Whole Amount, if any, and interest on, and each other amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at the stated maturity, maturity or by acceleration required or optional prepayment or by declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and the amounts payable by the Company under the Note Documents (including any attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations. (b) The Guarantors further agree ”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, each Guarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and all owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses (of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, all the reasonable fees and disbursements expenses of counsel) which may be paid or incurred by . Notwithstanding the Buyer in enforcing any rights foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to, or collecting, to any or all Guarantor that entering into this Guaranty would violate Section 548 of the Obligations and/or enforcing United States Bankruptcy Code or any rights with respect tocomparable provisions of any state law, or collecting against, the Guarantors in which case such Guarantor shall be liable under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable only for the Obligations amounts aggregating up to the maximum liability largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at United States Bankruptcy Code or any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or comparable provisions of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullstate law.

Guaranty. (a) The Guarantors hereby, Each Borrower hereby unconditionally and irrevocably, guarantee guarantees to the Buyer Lender: (i) the due and its successorspunctual payment in full (and not merely the collectibility) by the other Borrowers of the Obligations, indorseesincluding unpaid and accrued interest thereon, transferees in each case when due and assigns payable, all according to the prompt terms of this Agreement, the Notes and complete the other Financing Documents; (ii) the due and punctual payment in full (and not merely the collectibility) by the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, the Notes or any of the other Financing Documents; (iii) the due and punctual performance by the Seller when due other Borrowers of all of the other terms, covenants and conditions contained in the Financing Documents; and (iv) all the other Obligations of the other Borrowers. (b) The obligations and liabilities of each Borrower as a guarantor under this Section 2.3.8 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that the Lender may, in its sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any of the Financing Documents; (iii) grant extensions or renewals of or with respect to the Credit Facilities, the Notes or any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Financing Documents; (v) agree to the substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other collateral for the Loan or to the subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, provision or covenant contained in this Agreement, any of the Notes or any of the other Financing Documents with respect to which the Borrowers shall then be in default; (vii) make future advances pursuant to this Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise transfer the Commitments, the Obligations, the Notes, any of the other Financing Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Borrowers as if this Section 2.3.8 were not in effect; (x) effect any release, compromise or settlement with any of the other Borrowers, whether at in their capacity as a Borrower or as a guarantor under this Section 2.3.8, or any other guarantor; and (xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the stated maturityBankruptcy Code, it being expressly agreed by acceleration or otherwise) all Borrowers that any such financing and/or use would be part of the Obligations. (bc) The Guarantors further agree obligations and liabilities of each Borrower, as guarantor under this Section 2.3.8, shall be primary, direct and immediate, shall not be subject to pay any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the other Borrowers, the Lender, and/or any other guarantor and all expenses (includingshall not be conditional or contingent upon pursuit or enforcement by the Lender of any remedies it may have against the Borrowers with respect to this Agreement, without limitationthe Notes or any of the other Financing Documents, all reasonable fees whether pursuant to the terms thereof or by operation of law. Without limiting the generality of the foregoing, the Lender shall not be required to make any demand upon any of the Borrowers, or to sell the Collateral or otherwise pursue, enforce or exhaust its remedies against the Borrowers or the Collateral either before, concurrently with or after pursuing or enforcing its rights and disbursements of counsel) which remedies hereunder. Any one or more successive or concurrent actions or proceedings may be paid brought against each Borrower under this Section 2.3.8, either in the same action, if any, brought against any one or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all more of the Obligations and/or enforcing Borrowers or in separate actions or proceedings, as often as the Lender may deem expedient or advisable. Without limiting the foregoing, it is specifically understood that any rights with respect tomodification, limitation or collecting against, discharge of any of the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until liabilities or obligations of any one or more of the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the GuarantorsBorrowers, any other guarantor or any obligor under any of the Financing Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of the Borrowers, in their respective capacities as borrowers and guarantors under this Section 2.3.8, or under any of the Financing Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section 2.3.8 in any manner whatsoever, and this Section 2.3.8 shall remain and continue in full force and effect. It is the intent and purpose of this Section 2.3.8 that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other Person guarantor by reason of any such proceeding, and the Borrowers agree that they shall be liable for the full amount of the obligations and liabilities under this Section 2.3.8, regardless of, and irrespective to, any modification, limitation or received discharge of the liability of any one or collected by more of the Buyer from the Seller, the GuarantorsBorrowers, any other guarantor or any other Person by virtue of obligor under any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modifyFinancing Documents, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding that may result from any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)proceedings. (d) Each Guarantor agrees that wheneverBorrower, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made as guarantor under this Guaranty for such purpose.Section 2.3.8, hereby unconditionally, jointly and severally, irrevocably and expressly waives: (ei) Each Guarantor shall be jointly presentment and severally liable to the Buyer demand for all obligations payment of the Guarantors hereunder. The Guarantors hereby: Obligations and protest of non-payment; (aii) acknowledge notice of acceptance of this Section 2.3.8 and agree that of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Buyer shall have no obligation to proceed against one Guarantor before proceeding against Notes or any of the other Guarantor, Financing Documents and notice of all indulgences; (biv) waive notice of any defense to their obligations under this Guaranty, based upon increase in the amount of any portion of or arising out all of the disability indebtedness guaranteed by this Section 2.3.8; (v) demand for observance, performance or other defense enforcement of any of the terms or cessation provisions of liability this Section 2.3.8, the Notes or any of one Guarantor versus the other Financing Documents; (vi) all errors and omissions in connection with the Lender's administration of all indebtedness guaranteed by this Section 2.3.8, except errors and omissions resulting from the Lender's gross negligence or willful misconduct; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other GuarantorBorrowers; (viii) any act or omission of the Lender which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which the Borrower may lawfully waive. Within ten (10) days following any request of the Lender so to do, each Borrower will furnish the Lender and (c) waive such other persons as the Lender may direct with a written certificate, duly acknowledged stating in detail whether or not any right of subrogation credits, offsets or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant defenses exist with respect to this Guaranty are paid in fullSection 2.3.8.

Guaranty. The Guarantor does hereby absolutely and unconditionally, represent, warrant and guarantee to Lender that: (a) The Guarantors herebyAll Accounts from time to time reported to Lender as Eligible Accounts or otherwise listed or included on any Borrowing Base Certificate shall be genuine Accounts owned by the Credit Parties and in all respects what they purport to be and shall, unconditionally in the case of Accounts, represent bona fide and irrevocably, guarantee existing obligations of Account Debtors to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsCredit Parties. (b) The Guarantors further agree All reports, schedules, certificates, and other information from time to pay any time delivered or otherwise reported to Lender by Borrower, including, without limitation, all financial statements, tax returns, and Borrowing Base Certificates and all expenses supporting information or documentation delivered in connection therewith, shall be bona fide, complete, correct, and accurate in all material respects and shall accurately and completely report all matters purported to be covered or reported thereby. (c) Each Account from time to time identified to Lender in any Borrowing Base Certificate as an Eligible Account shall, as of the date of such Borrowing Base Certificate, constitute an Eligible Account in accordance with the terms of the Credit Agreement. (d) The Guarantor may from time to time, sign and deliver reports (including, without limitation, all reasonable fees and disbursements of counselthose specifically mentioned above) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding deliver any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligationsinformation to Lender as Lender may request, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time are duly authorized to time, it shall make any payment deliver same to the Buyer Lender on account behalf of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purposeeach Credit Party. (e) Each Guarantor All collections and proceeds of Eligible Accounts from time to time received by the Credit Parties, or any of its officers, employees, agents or other representatives, shall forthwith be jointly and severally liable delivered to Lender as required under the Buyer for all obligations of the Guarantors hereunder. The Guarantors herebyCredit Agreement. (f) All Collateral: (ai) acknowledge will be owned by the Credit Parties and agree that will be possessed by the Buyer shall have no obligation Credit Parties or their agents, respectively and as applicable; (ii) will not be subject to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon lien or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, security interest except as permitted by Lender; and (ciii) waive any right of subrogation will be maintained only at the locations designated in the Credit Agreement or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullSecurity Agreement, unless the Credit Parties obtain Lender’s prior written consent.

Guaranty. In order to induce to now or hereafter make advances, loans, extend its credit to or enter into security agreement with EVERGOOD PRODUCTS CORPORATION, PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION INC. (aindividually and collectively "Debtor") The Guarantors herebyand knowing that Trefoil will rely upon this guaranty, unconditionally the undersigned and irrevocably, each of them jointly and severally guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete due payment and performance by said Debtor described in said financing agreement, or in any supplement thereto, or any other transaction or agreement, as well as the Seller when due (whether payment of all other obligations which said Debtor may at any time owe to Trefoil, however created; and the stated maturityundersigned hereby indemnify Trefoil, and covenant to hold it harmless against all obligations, demands, losses or liabilities, by acceleration whomsoever asserted, suffered, incurred or otherwise) of paid by Trefoil as a result of, or in any way arising out of, or following, or consequential to transactions under the Obligations. (b) aforesaid security agreement or any other agreement. This guaranty shall be absolute, continuing, unconditional, and unlimited. Trefoil shall be under no obligation to proceed first against the Debtor, or against any collateral security which Trefoil may hold, before proceeding against the undersigned hereunder. The Guarantors undersigned agree that any collateral held as security by Trefoil, whether under an agreement with the Debtor, or pursuant to this guaranty, may be sold at public or private sale, and the undersigned further agree that Trefoil shall have the right to bid at such sale. The undersigned agree to indemnify and save Trefoil harmless for any costs and expenses that Trefoil shall have the right to bid at such sale. The undersigned agree to indemnify and save Trefoil whether under agreement with the Debtor or the undersigned, and they further agree to pay all attorneys fees agreed to by the Debtor, and the reasonable attorneys fees incurred in connection with enforcement of this guaranty agreement, which the parties shall be a sum equal to 15% of the moneys due Trefoil upon placement of the claim with such attorney. The undersigned agree: that this guaranty shall not be impaired by any modification to which the parties to said security agreement may hereafter agree, nor by any modification, release or other alteration of any of the obligations hereby guaranteed, or of any security therefor, or failure to perfect and security interest, to all of which the undersigned hereby consent; that their liability hereunder is direct and unconditional and may be enforced without requiring Trefoil first to any other right, remedy or security; and that this guaranty shall continue in force until Secured Party shall receive 30 days prior written notice by registered mail revoking it only as to future transactions. The undersigned waive: notice of acceptance hereof, notice of adverse change in Debtor's financial condition; the right to a jury trial in any action hereunder; presentment and protest of any instrument and notice thereof; notice of default; and all other notices to which they might otherwise be entitled. As security, they hereby assign to Trefoil all claims of any nature which they, or any of them, may now or hereafter have against Debtor. All actions or proceedings arising directly or indirectly on account of this guaranty agreement shall be litigated only in courts having situs within the State of New York and each guarantor for himself hereby consents to the jurisdiction of any Local, State or Federal Court located within the State of New York and each guarantor for himself waives personal service of any and all expenses (including, without limitation, process upon him and consents that all reasonable fees and disbursements such service of counsel) which may process be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by certified mail, return receipt requested directed to such guarantor at the Selleraddress set forth below or the home address of such guarantor, the Guarantorsif different, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations and service so made shall be deemed to modifycomplete three days after the same shall be posted. This guaranty, reduceall acts and transactions hereunder, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly rights and severally liable to the Buyer for all obligations of the Guarantors parties hereto, shall be governed, construed and interpreted according to the laws of the State of New York. This guaranty cannot be changed or discharged orally, nor shall the same be terminated by death of any guarantor, in which event deceased guarantor's estate shall be bound by the obligations hereunder. The Guarantors hereby: (a) acknowledge and agree that Release of any guarantor, or the Buyer Debtor herein, shall have no obligation to proceed against one Guarantor before proceeding against not affect the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out hereunder of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullremaining guarantors.

Guaranty. Guarantor irrevocably and unconditionally guarantees to each Holder the due and punctual payment in full of all of the following (the “Guaranteed Obligations”): (a) The Guarantors herebyall Revolver Obligations, unconditionally including all principal of, interest on (including interest accruing after the filing of any petition in bankruptcy, or commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and irrevocablyany other amounts due under or pursuant to, guarantee to the Buyer Loan Agreement and/or Revolver Note when and its successors, indorsees, transferees as due and assigns the prompt and complete payment and performance by the Seller when due payable (whether at the stated maturity, by required or optional prepayment, by acceleration or otherwise) of the Obligations. ); and (b) all fees, expenses, indemnities and other sums which become due to the Holder or Collateral Agent under or pursuant to the Revolver Note, Loan Agreement, Agency Agreement or any other Revolver Document. The Guarantors further agree Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee any Guaranteed Obligations. The guaranty in the preceding paragraph is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent on any attempt to collect from any other Obligor any Guaranteed Obligations or on any other action, occurrence or circumstance whatsoever. If the Company fails to pay any and all expenses (includingGuaranteed Obligations, Guarantor agrees to pay the same when due to the Collateral Agent and/or Holder entitled thereto, without limitationdemand, all reasonable fees and disbursements presentment, protest or notice of counsel) which may be paid or incurred by the Buyer any kind, in enforcing any rights with respect to, or collecting, any or all lawful money of the Obligations and/or enforcing any rights with respect toUnited States of America, or collecting against, pursuant to the Guarantors under this Guarantyrequirements for payment specified in the relevant Revolver Documents. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or Each default in payment of the any Guaranteed Obligations shall will give rise to a separate cause of action and separate suits may be deemed to modify, reduce, release or otherwise affect the liability brought as each cause of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each action arises. Guarantor agrees that whenever, at any time, or from time to time, it shall the Revolver Note may (but need not) make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant reference to this Guaranty are paid in fullAgreement.

Guaranty. (a) The Guarantors herebySubject to Section 2.21 of the Credit Agreement, unconditionally and irrevocably, guarantee each Guarantor hereby guarantees to the Buyer Lenders and its successors, indorsees, transferees the Administrative Agent the full and assigns the prompt and complete punctual payment and performance by the Seller when due (whether at the stated maturity, by required pre-payment, by acceleration or otherwise) of all of the Obligations. (b) The Guarantors further agree to pay any obligations of the Borrower under the Credit Agreement and all expenses the other Loan Documents (including, without limitationbut not limited to, the principal of the Loans advanced to the Borrower, all reasonable fees Reimbursement Obligations of the Borrower in respect of Letters of Credit, and disbursements of counsel) which may be paid or incurred all interest, fees, expenses, indemnities and other amounts payable by the Buyer Borrower under the Credit Agreement), including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code (Title 11, United States Code) and the operation of §502(b) of the Federal Bankruptcy Code (collectively, the “Guaranteed Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all such Guaranteed Obligations, and not of their collectibility only and is in enforcing no way conditioned upon any rights requirement that the Administrative Agent or any Lender first attempt to collect any of the Guaranteed Obligations from the Borrower or resort to any other means of obtaining payment. Should an Event of Default occur with respect to, to the payment or collecting, performance of any or all such Guaranteed Obligations of the Obligations and/or enforcing any rights with respect toBorrower, or collecting against, the obligations of the Guarantors under this GuarantyGuaranty with respect to such Guaranteed Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantor. This Payments by any Guarantor in respect of this Guaranty may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor in respect of this Guaranty shall remain be made to the Administrative Agent, in full force the manner and effect until at the Obligations are paid place of payment specified in fullthe Credit Agreement, notwithstanding that from time for the account of the Lenders and the Administrative Agent. Anything contained herein to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Sellercontrary notwithstanding, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue obligations of any action or proceeding or any set-off or appropriation or application each Guarantor 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 from time to time in reduction of or in payment conveyance under §548 of the Obligations shall be deemed to modify, reduce, release Federal Bankruptcy Code or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or comparable provisions of any other Guarantor, and (c) waive any right of subrogation similar federal or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullstate Law.

Guaranty. The Guarantor unconditionally and irrevocably guarantees to the Company: (a) The Guarantors herebythe due, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller Factor of all amounts due under the Factoring Agreement, when and as the same shall become due (whether at and payable in accordance with the stated maturity, by acceleration or otherwise) terms of the Obligations.Factoring Agreement, and (b) The Guarantors further agree the due, prompt and faithful performance of, and compliance with, all other undertakings of the Factor contained in the Factoring Agreement and in any other agreement or document executed by the Factor pursuant to the Factoring Agreement (the Factoring Agreement and other such agreements and documents being sometimes collectively hereinafter referred to as the "Operative Documents", and the amounts payable by the Factor under any of the Operative Documents, and all other obligations of the Factor thereunder, being sometimes collectively hereinafter referred to as the "Guaranteed Obligations"). This guaranty is a guaranty of payment, performance and compliance and is in no way conditioned or contingent upon any attempt to collect from or enforce performance or compliance by the Factor or upon any other event or condition whatsoever. If for any reason whatsoever the Factor shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable or to perform or comply with any other Guaranteed Obligation, the Guarantor will forthwith pay or cause to be paid such amounts to the Company under the terms of the applicable Operative Document, in lawful money of the United States, at the place specified in such Operative Document, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, together with interest (in the amounts and to the extent required of the Factor under such Operative Documents) on any amount due and owing from the Factor. The Guarantor, promptly after demand, will reimburse the Company for all costs and expenses (of collecting such amounts or otherwise enforcing this Agreement, including, without limitation, all reasonable the fees and disbursements expenses of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors hereby, Each Borrower hereby unconditionally and irrevocably, guarantee guarantees to the Buyer Lender: (i) the due and its successorspunctual payment in full (and not merely the collectibility) by the other Borrowers of the Obligations, indorseesincluding unpaid and accrued interest thereon, transferees in each case when due and assigns payable, all according to the prompt terms of this Agreement, the Notes and complete the other Financing Documents; (ii) the due and punctual payment in full (and not merely the collectibility) by the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, the Notes or any of the other Financing Documents; (iii) the due and punctual performance by the Seller when due other Borrowers of all of the other terms, covenants and conditions contained in the Financing Documents; and (iv) all the other Obligations of the other Borrowers. (b) The obligations and liabilities of each Borrower as a guarantor under this Section 2.5.5 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that the Lender may, in its sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any of the Financing Documents; (iii) grant extensions or renewals of or with respect to the Credit Facilities, the Notes or any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Financing Documents; (v) agree to the substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other collateral for the Loan or to the subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, provision or covenant contained in this Agreement, any of the Notes or any of the other Financing Documents with respect to which the Borrowers shall then be in default; (vii) make future advances pursuant to the Financing Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise transfer the Commitment, the Obligations, the Notes, any of the other Financing Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Borrowers as if this Section 2.5.5 were not in effect; (x) effect any release, compromise or settlement with any of the other Borrowers, whether at in their capacity as a Borrower or as a guarantor under this Section 2.5.5, or any other guarantor; and (xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the stated maturityBankruptcy Code, it being expressly agreed by acceleration or otherwise) all Borrowers that any such financing and/or use would be part of the Obligations. (bc) The Guarantors further agree obligations and liabilities of each Borrower, as guarantor under this Section 2.5.5, shall be primary, direct and immediate, shall not be subject to pay any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the other Borrowers, the Lender, and/or any other guarantor and all expenses (includingshall not be conditional or contingent upon pursuit or enforcement by the Lender of any remedies it may have against the Borrowers with respect to this Agreement, without limitationthe Notes or any of the other Financing Documents, all reasonable fees whether pursuant to the terms thereof or by operation of law. Without limiting the generality of the foregoing, the Lender shall not be required to make any demand upon any of the Borrowers, or to sell the Collateral or otherwise pursue, enforce or exhaust its remedies against the Borrowers or the Collateral either before, concurrently with or after pursuing or enforcing its rights and disbursements of counsel) which remedies hereunder. Any one or more successive or concurrent actions or proceedings may be paid brought against each Borrower under this Section 2.5.5, either in the same action, if any, brought against any one or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all more of the Obligations and/or enforcing Borrowers or in separate actions or proceedings, as often as the Lender may deem expedient or advisable. Without limiting the foregoing, it is specifically understood that any rights with respect tomodification, limitation or collecting against, discharge of any of the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until liabilities or obligations of any one or more of the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the GuarantorsBorrowers, any other guarantor or any obligor under any of the Financing Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of the Borrowers, in their respective capacities as borrowers and guarantors under this Section 2.5.5, or under any of the Financing Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section 2.5.5 in any manner whatsoever, and this Section 2.5.5 shall remain and continue in full force and effect. It is the intent and purpose of this Section 2.5.5 that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other Person guarantor by reason of any such proceeding, and the Borrowers agree that they shall be liable for the full amount of the obligations and liabilities under this Section 2.5.5, regardless of, and irrespective to, any modification, limitation or received discharge of the liability of any one or collected by more of the Buyer from the Seller, the GuarantorsBorrowers, any other guarantor or any other Person by virtue of obligor under any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modifyFinancing Documents, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding that may result from any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)proceedings. (d) Each Guarantor agrees that wheneverBorrower, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made as guarantor under this Guaranty for such purpose.Section 2.5.5, hereby unconditionally, jointly and severally, irrevocably and expressly waives: (ei) Each Guarantor shall be jointly presentment and severally liable to the Buyer demand for all obligations payment of the Guarantors hereunder. The Guarantors hereby: Obligations and protest of non-payment; (aii) acknowledge notice of acceptance of this Section 2.5.5 and agree that of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Buyer shall have no obligation to proceed against one Guarantor before proceeding against Notes or any of the other Guarantor, Financing Documents and notice of all indulgences; (biv) waive notice of any defense to their obligations under this Guaranty, based upon increase in the amount of any portion of or arising out all of the disability indebtedness guaranteed by this Section 2.5.5; (v) demand for observance, performance or other defense enforcement of any of the terms or cessation provisions of liability this Section 2.5.5, the Notes or any of one Guarantor versus the other Financing Documents; (vi) all errors and omissions in connection with the Lender’s administration of all indebtedness guaranteed by this Section 2.5.5, except errors and omissions resulting from acts of bad faith; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other GuarantorBorrowers; (viii) any act or omission of the Lender which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which the Borrower may lawfully waive. Within ten (10) days following any request of the Lender so to do, each Borrower will furnish the Lender and (c) waive such other persons as the Lender may direct with a written certificate, duly acknowledged stating in detail whether or not any right of subrogation credits, offsets or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant defenses exist with respect to this Guaranty are paid in fullSection 2.5.5.

Guaranty. (a) The Guarantors hereby, Company hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Buyer Administrative Agent, for the ratable benefit of the Lenders and its their respective successors, indorsees, transferees and assigns assigns, any Hedge Bank and any Cash Management Bank, the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. (b) The Guarantors further agree Company agrees that the Guaranteed Obligations may at any time and from time to pay any time exceed the amount of the liability of the Company hereunder that would exist in the absence of this Article 10 without impairing this Guarantee or affecting the rights and all expenses (including, without limitation, all reasonable fees and disbursements remedies of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collectingAdministrative Agent, any Lender, any Hedge Bank or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. Cash Management Bank hereunder. (c) This Guaranty Guarantee shall remain in full force and effect until all the Guaranteed Obligations are paid (other than Guaranteed Obligations in fullrespect of Hedge Agreements and Cash Management Obligations) shall have been satisfied by payment in full in immediately available funds, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent, notwithstanding that from time to time prior thereto during the Seller term of this Guarantee the European Borrower may be free from any Guaranteed Obligations. (cd) No payment or payments made by the Seller, the GuarantorsCompany, any other guarantor or any other Person or received or collected by the Buyer Administrative Agent, any Lender, any Hedge Bank or any Cash Management Bank from the Seller, the GuarantorsCompany, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors Company hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by the Guarantors Company in respect of the Guaranteed Obligations or payments any payment received or collected from the Guarantors Company in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up until the Guaranteed Obligations (other than Guaranteed Obligations in respect of Hedge Agreements and Cash Management Obligations) shall have been satisfied by payment in full in immediately available funds, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the maximum liability reasonable satisfaction of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Administrative Agent. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this GuarantyShelf Agreement or any other instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). This Guaranty shall remain The guaranty in full force the preceding sentence is an absolute, present and effect until continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Obligations are paid in fullCompany or any other guarantor of the Notes (including, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Shelf Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Shelf Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including reasonable attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, or the Guaranteed Obligations, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Shelf Agreement or any other Person instrument referred to therein and (z) enforcing or received defending (or collected by determining whether or how to enforce or defend) the Buyer from provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the Seller, the Guarantors, other Guarantors and any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Shelf Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyEach Guarantor, unconditionally jointly and severally, irrevocably, guarantee absolutely and unconditionally guarantees as a primary obligor and not merely as surety: (i) to the Buyer Lender Creditors the full and its successorsprompt payment when due (whether at the stated maturity, indorseesby required prepayment, transferees declaration, acceleration, demand or otherwise) of (x) the principal of, premium, if any, and assigns interest on the prompt Notes issued by, and complete payment the Loans made to, the European Borrower under the Credit Agreement, and performance all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued for the account of European Borrower and (y) all other Obligations (including, without limitation, obligations which, but for the commencement of any insolvency proceeding, would become due), liabilities and indebtedness owing by the Seller European Borrower to the Lender Creditors under the Credit Agreement (including without limitation all obligations of the European Borrower to the Administrative Agent under Section 13.22 of the Credit Agreement) and each other Credit Document to which the European Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and each such other Credit Document (all such principal, premium, interest, reimbursement obligations, Unpaid Drawings, liabilities, indebtedness and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Hedging Agreements and Treasury Services Agreements, being herein collectively called the “Credit Document Obligations”); (ii) to each Specified Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the commencement of any insolvency proceeding, would become due), liabilities and indebtedness (including, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the European Borrower and its Subsidiaries under any Secured Hedging Agreement, whether now in existence or hereafter arising (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations. ”); and (biii) The Guarantors further agree to pay any each Treasury Services Creditor the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all expenses obligations, liabilities and indebtedness (including, without limitation, all reasonable fees and disbursements interest that accrues after the commencement of counselany case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding at the rate provided for in the respective documentation, whether or not such interest is allowed in any such proceeding) which may be paid or incurred owing by the Buyer in enforcing European Borrower or any rights of its Subsidiaries to the Treasury Services Creditors with respect toto Treasury Services, whether now in existence or collectinghereafter arising in each case under any Treasury Services Agreement (all such obligations, any or all of liabilities and indebtedness described in this clause (iii) being herein collectively called the “Treasury Services Obligations” and, together with the Credit Document Obligations and/or enforcing any rights with respect to, or collecting againstand the Other Obligations are herein collectively called the “Guaranteed Obligations”). As used herein, the Guarantors under term “Guaranteed Party” shall mean the European Borrower, and each of its Subsidiaries that is party to any Secured Hedging Agreement with an Specified Creditor or a Treasury Services Agreement with a Treasury Services Creditor. Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability full amount of the Guarantors hereunder until both the Guaranteed Obligations are paid in full and the Master Repurchase Agreement is terminated (against such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before without proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive the Borrowers, any right of subrogation or ability to proceed other Guaranteed Party, against any Person until security for the Guaranteed Obligations, or under any other guaranty covering all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullor a portion of the Guaranteed Obligations.

Guaranty. Each Loan Guarantor and any of its successors or assigns (aother than those that have delivered a separate Loan Guaranty) The Guarantors herebyhereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally and irrevocablyguarantees, guarantee to the Buyer extent permissible under the laws of the country in which such Loan Guarantor is located or organized, to the Lenders and its successorsthe Agents (collectively, indorsees, transferees and assigns the “Guaranteed Parties”) the prompt and complete payment and performance by the Seller when due (due, whether at the stated maturity, by upon acceleration or otherwise) , and at all times thereafter, of the Obligations. (b) The Guarantors further agree to pay any Secured Obligations and all costs and expenses (including, without limitation, all reasonable court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and disbursements of counselparalegals) which may be and expenses paid or incurred by the Buyer Agents and the Lenders in enforcing endeavoring to collect all or any rights part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any other Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. If any payment by a Loan Guarantor or any discharge given by a Guaranteed Party (whether in respect of the obligations of any Loan Guarantor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of each Loan Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Guaranteed Party shall be entitled to recover the value or amount of that security or payment from each Loan Guarantor, as if the payment, discharge, avoidance or reduction had not occurred. The obligations of each Loan Guarantor under this Article X will not be affected by an act, omission, matter or thing which, but for this Article X, would reduce, release or prejudice any of its obligations under this Article X (without limitation and whether or not known to it or any Guaranteed Party) including: (a) any time, waiver or consent granted to, or collectingcomposition with, any Loan Guarantor or all other person; (b) the release of any other Loan Guarantor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Guarantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Loan Guarantor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Loan Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or (g) any insolvency, bankruptcy, winding-up, liquidation, reorganization or other similar proceedings. Without prejudice to the generality of the Obligations and/or enforcing any rights with respect toabove, or collecting againsteach Loan Guarantor expressly confirms, the Guarantors as permissible under applicable law, that it intends that this Guaranty. This Guaranty guarantee shall remain in full force and effect until the Obligations are paid in full, notwithstanding that extend from time to time prior thereto to any (however fundamental) variation, increase, extension or addition of or to any of the Seller may be free from Loan Documents and/or any Obligations. (c) No payment or payments amount made by available under any of the Seller, Loan Documents for the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction purposes of or in payment connection with any of the Obligations shall following: acquisitions of any nature; increasing working capital; enabling investor distributions to be deemed made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to modify, reduce, release new Borrower; any other variation or otherwise affect the liability extension of the Guarantors hereunder purposes for which shall, notwithstanding any such payment facility or payments other than payments amount might be made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or available from time to time; and any fees, it shall make costs and/or expenses associated with any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunderforegoing. The Guarantors hereby: Each Loan Guarantor waives any right it may have of first requiring any Guaranteed Party (aor any trustee or agent on its behalf) acknowledge and agree that the Buyer shall have no obligation to proceed against one or enforce any other rights or security or claim payment from any person before claiming from that Loan Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon Article X. This waiver applies irrespective of any law or arising out any provision of a Loan Document to the contrary. This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Guaranteed Party. This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of any equivalent and applicable provisions under the laws of the disability or other defense or cessation jurisdiction of liability incorporation of one Guarantor versus the other or of any other relevant Loan Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, Modified Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this GuarantyNote Agreement or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). This Guaranty shall remain The guaranty in full force the preceding sentence is an absolute, present and effect until continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligations are paid in fullObligors or any other guarantor of the Notes (including, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in the currency in which such Guaranteed Obligations are payable under the Note Agreement, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Obligors of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the GuarantorsNotes, any other guarantor the Note Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of other Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each Holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Yield Maintenance Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Project Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstProject Notes, the Guarantors under this GuarantyLoan Agreement or any other instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). This Guaranty shall remain The guaranty in full force the preceding sentence is an absolute, present and effect until continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Obligations are paid in fullBorrower or any other guarantor of the Project Notes (including, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Borrower shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Project Notes and the Loan Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Project Notes issued in connection with the Loan Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each Holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such Holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Borrower of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Project Notes, the Loan Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the GuarantorsProject Notes, any other guarantor the Loan Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of other Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Project Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Loan Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyIn consideration of the making of the above lease by Lessor with the Lessee at the request of the undersigned and in reliance on this guaranty, unconditionally the undersigned hereby guarantees the payment of the rent to be paid by the Lessee and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at Lessee of all the stated maturityterms, by acceleration or otherwise) conditions, covenants and agreements of the Obligations. (b) The Guarantors further agree Lease, and the undersigned promises to pay any and all expenses (includingthe Lessor's expenses, without limitationincluding reasonable attorney's fees, incurred by the Lessor in enforcing all reasonable fees and disbursements obligations of counsel) which may be paid the Lessee under the lease or incurred by the Buyer Lessor in enforcing this guaranty. The undersigned further agrees to all terms and conditions of the confession of judgement against the undersigned to the extent as set forth at the body of this lease. The Lessor's consents to any rights assignment or assignments, and successive assignments by the Lessee and Lessee's assigns, of this lease, made either with respect toor without notice to the undersigned, or collecting, any changed or all different use of the Obligations and/or enforcing any rights with respect todemised premises, or collecting againstLessor's forbearance, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from delays extensions of time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person reason whether similar to or received or collected by the Buyer different from the Sellerforegoing, shall in no wise manner release the undersigned from liability as guarantor. If this guaranty shall be executed by more than one party their respective liability to said guaranty shall be joint and several. WITNESS the hand and seal of the undersigned at the date of the above lease. Please Sign:_______________________________ Personally and individually _______________________________ Please Print or Type Name 54 ADDENDUM TO LEASE AGREEMENT dated November 25, 1996 between National Tech Team, Inc. and STONEGATE PROPERTIES, INC. NORT▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,▇▇▇▇,▇▇▇▇ 13,195 S.F. The following is an amendment to the Lease. In the event of a conflict between this Addendum and the Lease, the Guarantors, any other guarantor or any other Person by virtue provisions of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations this Addendum shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)control. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyGuarantor hereby absolutely, irrevocably and unconditionally and irrevocablyguarantees the due, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt punctual and complete payment and performance by of each and every obligation of Purchaser under the Seller Limited Notice to Proceed and work under and pursuant to the Contracts occurring on or before the Financial Close for the Project, whether such obligation presently exists or is created, incurred or arising from time to time hereafter, all as and when due required to be performed under the Limited Notice to Proceed and the Contracts, in all respects strictly in accordance with the terms, conditions and limitations contained in the Limited Notice to Proceed and the Contracts (whether at collectively, the stated maturity“Guaranteed Obligations”), by acceleration and agrees that if for any reason whatsoever Purchaser shall fail or otherwise) be unable to duly, punctually and fully pay or perform any Guaranteed Obligation as and when due, Guarantor shall, in the event of a Purchaser Event of Default in performance of any of the Obligations. Guaranteed Obligations by Purchaser under the Limited Notice to Proceed and the Contracts, upon written demand of IFCO, with prior written notice to Purchaser, forthwith pay or perform or cause to be performed Exhibit 10.50(c) to Form 10-Q for the Quarter Ended September 30, 2008 filed by ADA-ES, Inc. (bFile No. 000-50216) The Guarantors further agree to pay any and all expenses (includingon November 7, 2008 such Guaranteed Obligation, without limitationregard to any exercise or non-exercise by IFCO of any right, all reasonable fees and disbursements of counsel) which may be paid remedy, power or incurred by the Buyer privilege under or in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect toLimited Notice to Proceed and the Contracts against Purchaser. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, a termination of the Limited Notice to Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or collecting againstbefore the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s obligations hereunder. This Guaranty is a guarantee of payment and performance and not of collection. All payments by Guarantor hereunder shall be made by deposit of immediately available funds to an account identified by IFCO. The Guarantor hereby guarantees that payments hereunder shall be made in U.S. Dollars and in the Guarantors manner required for the relevant payment due from Purchaser under this Guarantythe Limited Notice to Proceed. This Guaranty shall remain continue in full force and effect until the earlier of (i) Financial Close for the Project or (ii) Purchaser or Guarantor shall have satisfactorily performed or fully discharged all of the Guaranteed Obligations; provided, however notwithstanding any provision in this Guaranty to the contrary, Guarantor shall have the full benefit of all defenses, setoffs, counterclaims, reductions, diminution or limitations of any Guaranteed Obligations are paid in full, notwithstanding that from time available to time prior thereto the Seller may be free from any Obligations. (c) No payment Purchaser pursuant to or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer arising from the Seller, Limited Notice to Proceed and the Guarantors, any other guarantor Contracts or any other Person by virtue otherwise and Guarantor’s obligations and liability arising from this Guaranty shall be no greater than that of any action or proceeding or any set-off or appropriation or application at any time or from time Purchaser under the Limited Notice to time in reduction of or in payment Proceed and the portions of the Obligations shall Contracts to be deemed performed prior to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable Financial Close for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Project. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors hereby, unconditionally and irrevocably, guarantee In order to induce the Lenders to extend credit to the Buyer Borrowers hereunder or to any of the Parent’s Subsidiaries under Hedging Agreements and Banking Services Agreements, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) each Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due, subject to the notice provisions contained in this Article X, of the Obligations (other than the Obligations of the Parent) and the Specified Ancillary Obligations (collectively, the “Guaranteed Obligations”). Each Guarantor further agrees that the due and punctual payment of such Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its successorsguarantee hereunder notwithstanding any such extension or renewal of any such Guaranteed Obligation. For the avoidance of doubt and notwithstanding any provision hereof to the contrary, indorsees(i) the Guaranteed Obligations shall in no event be broader than the performance of the related Obligations or Specified Ancillary Obligations in accordance with their terms and (ii) nothing contained in this Article X shall affect or otherwise impair any rights (including rights of setoff or counterclaim) that the applicable Borrower or Subsidiary may have against any holder of Guaranteed Obligation under the applicable Hedging Agreement and/or Banking Services Agreement, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturityas applicable, by acceleration reason of any action or otherwise) failure to act of the Obligations. (b) The Guarantors further agree to pay any and all expenses such holder thereunder (including, without limitation, all reasonable fees and disbursements any breach or default of counsel) which may be paid such holder under the related Hedging Agreement or incurred by the Buyer in enforcing any rights with respect Banking Services Agreement). Each Guarantor waives presentment to, or collecting, demand of payment from and protest to any or all Subsidiary of any of the Obligations and/or enforcing any rights with respect toGuaranteed Obligations, or collecting againstand also waives, the Guarantors other than as set forth in this Article X, notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor under this Guaranty. This Guaranty Article X shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may not be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors herebyaffected by: (a) acknowledge and agree that the Buyer shall have no obligation failure of the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates) to proceed assert any claim or demand or to enforce any right or remedy against one Guarantor before proceeding against any Subsidiary under the provisions of this Agreement, any other GuarantorLoan Document, any Hedging Agreement, any Banking Services Agreement or otherwise; (b) waive any extension or renewal of any of the Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any other Loan Document, any Hedging Agreement, any Banking Services Agreement or any other agreement (other than to the extent provided for in any express, written release, amendment, modification or waiver with respect to any of this Article X made in accordance with Section 9.02); (d) any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations; (e) the failure of the Administrative Agent (or any applicable Lender (or any of its Affiliates)) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Guaranteed Obligations; (g) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Guaranteed Obligations, for any reason related to this Agreement, any other Loan Document, any Hedging Agreement, any Banking Services Agreement or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such Guarantor to subrogation. Each Guarantor further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank or any Lender in favor of any Subsidiary or any other Person. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense to their obligations under this Guarantyor set-off, based upon counterclaim, recoupment or arising out termination whatsoever, by reason of the disability invalidity, illegality or other defense unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or cessation otherwise. Each Guarantor further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of liability all Guaranteed Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of one Guarantor versus any Guaranteed Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by the other Administrative Agent, the Issuing Bank or any Lender (or any of its Affiliates) upon the insolvency, examinership, bankruptcy or reorganization of any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Guaranteed Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other Guarantorright which the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates) may have at law or in equity against any Guarantor by virtue hereof, upon the failure of any Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, promptly but in any event within two (c2) waive Business Days following receipt of written demand by the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates) in cash an amount equal to the unpaid principal amount of the Guaranteed Obligations then due, together with accrued and unpaid interest thereon. Each Guarantor further agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other similar event, payment of such Guaranteed Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates), disadvantageous to the Administrative Agent, any Issuing Bank or any Lender (or any of such Lender’s Affiliates) in any material respect, then, at the election of the Administrative Agent, such Guarantor shall make payment of such Guaranteed Obligation in Dollars (based upon the Dollar Amount of such Specified Ancillary Obligation on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent or such Lender and, as a separate and independent obligation, shall indemnify the Administrative Agent, any Issuing Bank and any Lender (and such Lender’s Affiliates), as applicable, against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by any Guarantor of any sums as provided above, all rights of such Guarantor against any Subsidiary arising as a result thereof by way of right of subrogation or ability otherwise shall in all respects be subordinated and junior in right of payment to proceed against the prior indefeasible payment in full in cash of all the Guaranteed Obligations owed by such Subsidiary. Nothing shall discharge or satisfy the liability of any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid Guarantor hereunder except the full performance and payment in fullcash of the Guaranteed Obligations.

Guaranty. The Guarantor hereby fully, unconditionally and -------- irrevocably guarantees, as primary obligor and not merely as a surety, on a senior unsecured basis (pari passu with all other senior unsecured indebtedness of the Guarantor), (a) The Guarantors herebythe due and punctual performance and observance by the Facility Lessee of each term, unconditionally provision and irrevocably, guarantee condition binding upon or applicable to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration Facility Lessee under or otherwise) pursuant to any of the Obligations. (b) The Guarantors further agree to pay any and all expenses Operative Documents (including, without limitation, all reasonable fees interest at the then applicable rate provided in the applicable Lease Indenture after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Facility Lessee, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (the "Performance Obligations"), and disbursements (b) the due, punctual and full payment (when and as the same may become due and payable) of counsel) which each amount that the Facility Lessee is or may be paid become obligated to pay under or incurred pursuant to any of the Operative Documents, in accordance with the terms thereof (the "Payment Obligations"), by acceleration or otherwise without offset or deduction. In the case of any failure by the Buyer Facility Lessee to perform or observe the Performance Obligations after notice thereof by any Guaranteed Party, the Guarantor agrees to cause such performance or observance to be done, and in enforcing the case of any rights with respect tofailure by the Facility Lessee to make Payment Obligations as and when the same shall become due and payable (by acceleration or otherwise), or collectingthe Guarantor hereby agrees to make such payment (and, in addition, such further amounts, if any, as shall be sufficient to cover any or and all costs and expenses, including reasonable legal fees, of collection and enforcement hereunder); provided, that nothing herein shall expand the aforesaid obligations of the Guarantor beyond those of the Facility Lessee under the Operative Documents. All Performance Obligations and/or enforcing any rights with respect to, or collecting against, and the Guarantors under Payment Obligations are collectively referred to in this Guaranty. This Guaranty as the "Obligations." ----------- The Guarantor hereby acknowledges and agrees that this Guaranty constitutes a continuing guaranty and shall remain in full force and effect until such time as all of the Obligations are paid finally paid, performed and observed in full, notwithstanding . The Guarantor hereby further acknowledges and agrees that from time this Guaranty constitutes a guaranty of payment and performance when due and not of collection and waives any right to time prior thereto the Seller may require that any resort be free from had by any Obligations. (c) No payment or payments made by the Seller, the Guarantors, Guaranteed Party against any other guarantor or obligor, to any other Person or received or collected by of the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in security held for payment of the Obligations shall be deemed or to modify, reduce, release any balance of any deposit account or otherwise affect credit on the liability books of any Guaranteed Party in favor of the Guarantors hereunder which shall, notwithstanding Facility Lessee or any such payment other person or payments against any guarantor under any other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of guarantee covering the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyParent Guarantor absolutely, unconditionally unconditionally, and irrevocablyirrevocably guarantees to each of the holders: (i) the full and prompt payment of the principal of and interest on the Notes and Make-Whole Amount, guarantee to the Buyer and its successorsif any, indorseeswhen due, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by upon acceleration or otherwise, and at all times thereafter, and the prompt payment of all sums that may now be or may hereafter become due and owing under the Notes, this Agreement, or any Subsidiary Guaranty; (ii) the payment of all Parent Guaranty Enforcement Costs (as defined in Section 23.3 below); and (iii) the full, complete, and punctual observance, performance, and satisfaction of all of the obligations, duties, covenants, and agreements of the Company under this Agreement. All amounts due, debts, liabilities, and payment obligations described in subparagraph (i) of this Section 23.1(a) are referred to herein as the “Guaranteed Note Indebtedness.” All obligations described in subparagraph (iii) of this Section 23.1(a) are referred to herein as the “Parent Guaranty Obligations.” (b) The Guarantors further agree In the event of any default by the Company in making payment of the Guaranteed Note Indebtedness, or in performance of the Parent Guaranty Obligations, as aforesaid, in each case beyond the expiration of any applicable grace period, the Parent Guarantor agrees, on demand by the holders, to pay all the Guaranteed Note Indebtedness and to perform all the Parent Guaranty Obligations as are then or thereafter become due and owing or are to be performed under the terms of the Notes and this Agreement. Terreno Realty LLC Note Purchase Agreement (c) The Parent Guarantor does hereby waive (i) any and all expenses (including, without limitation, all reasonable fees notices and disbursements demands of counsel) which every kind that may be paid required to be given by any Law, (ii) any defense or incurred right of set-off that the Parent Guarantor may have against the Company or that Parent Guarantor or the Company may have against any holder of a Note, (iii) presentment for payment, demand for payment (other than as provided for in paragraph (b) above), notice of nonpayment (other than as provided for in paragraph (b) above) or dishonor, protest and notice of protest, diligence in collection and any and all formalities that otherwise might be legally required to charge the Parent Guarantor with liability, (iv) any defense based on the failure by the Buyer in enforcing holders to inform the Parent Guarantor of any rights fact that the holders may now or hereafter know about the Company, the Notes, this Agreement, or the transactions contemplated by this Agreement, it being understood and agreed that the holders have no duty so to inform and that the Parent Guarantor is fully responsible for being and remaining informed by the Company of all circumstances bearing on the existence or creation, or the risk of nonpayment of the Guaranteed Note Indebtedness or the risk of nonperformance of the Parent Guaranty Obligations, and (v) any and all right to cause a marshalling of assets of the Company or any other action by any court or governmental body with respect tothereto, or collectingto cause the holders to proceed against any other security given another holder in connection with the Guaranteed Note Indebtedness or the Parent Guaranty Obligations. The holders shall have no obligation to disclose or discuss with the Parent Guarantor, such holder’s assessment of the financial condition of the Company. The Parent Guarantor acknowledges that no representations of any kind whatsoever have been made by the holders to the Parent Guarantor, except as expressly set forth in Section 6 herein. (d) The Parent Guarantor further agrees that its liability as guarantor shall in no way be impaired by any renewals or extensions that may be made from time to time, with or without the knowledge or consent of the Parent Guarantor of the time for payment of interest or principal under a Note or any Make-Whole Amount or by any forbearance or delay in collecting interest or principal under a Note, or by any waiver by any holder, or by any holder’s failure or election not to pursue any other remedies they may have against the Company, or by any change or modification in a Note, this Agreement, any Subsidiary Guaranty, or by the acceptance by any holder of any security or any increase, substitution or change therein, or by the release by any holder of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Guaranteed Note Indebtedness, (unless such payment was expressly directed to be applied to the Guaranteed Note Indebtedness and such direction was made in accordance with this Agreement) even though a holder may lawfully have elected to apply such payments to any part or all of the Obligations and/or enforcing any rights with respect toGuaranteed Note Indebtedness, or collecting against, it being the Guarantors under this Guaranty. This Guaranty intent hereof that Parent Guarantor shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in liable as principal for payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability Guaranteed Note Indebtedness and performance of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Parent Guaranty Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are all Indebtedness has been paid in full and the Master Repurchase Agreement is terminated (such dateother terms, covenants and conditions of the this Agreement, the “Expiration Date”). (d) Each Notes, any Subsidiary Guaranty and this Parent Guaranty have been performed, notwithstanding any act or thing that might otherwise operate as a legal or equitable discharge of a surety. The Parent Guarantor further understands and agrees that whenever, the holders may at any timetime enter into agreements with the Company to amend or modify a Note, this Agreement or from time any Subsidiary Guaranty and may waive or release any provision or provisions of a Note, this Agreement or any Subsidiary Guaranty and, with reference to timesuch Terreno Realty LLC Note Purchase Agreement instruments, it shall may make and enter into any payment to such agreement or agreements as the Buyer on account of its liability hereunderholders and the Company may deem proper and desirable, it will notify without in any manner impairing the Buyer guaranty in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations Section 23 or any of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive holders’ rights hereunder or any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Parent Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full’s obligations hereunder.

Guaranty. (a) The Guarantors herebySubject to Section 2(b) hereof, each Guarantor jointly and severally with each other Guarantor hereby absolutely, irrevocably and unconditionally guarantees the full and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This Agreement constitutes a guaranty of payment, and neither the Agent, the Issuer nor any Lender shall have any obligation to enforce any Loan Document or any Interest Rate Protection Arrangement or exercise any right or remedy with respect to any collateral security thereunder by any action, including making or perfecting any claim against any Person or any collateral security for any of the Borrower Obligations prior to being entitled to the benefits of this Agreement. The Agent may, at its option, proceed against the Guarantors, or any one or more of them, in the first instance, to enforce the Guarantor Obligations without first proceeding against the Borrower or any other Person, and without first resorting to any other rights or remedies, as the Agent may deem advisable. In furtherance hereof, if the Agent, the Issuer or any Lender is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Borrower Obligation in accordance with its terms, the Agent, the Issuer or such Lender, as the case may be, shall be entitled to receive hereunder from the Guarantors after demand therefor, the sums which would have been otherwise due had such collection or enforcement not been prevented or hindered. (b) The Guarantors further agree Notwithstanding anything to pay the contrary contained in this Agreement, the maximum liability of each Guarantor hereunder shall not, as of any date of determination, exceed the lesser of (i) the highest amount that is valid and enforceable against such Guarantor under principles of New York State contract law, and (ii) the sum of (A) all expenses Consideration received by such Guarantor as of such date of determination, plus (including, without limitation, all reasonable fees and disbursements of counselB) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all 95% of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any ObligationsNet Worth of such Guarantor on such date of determination. (c) No payment or payments made by Each Guarantor agrees that the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application Guarantor Obligations may at any time or and from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to exceed the maximum liability of such Guarantor hereunder without impairing this Agreement or affecting the Guarantors hereunder until both rights and remedies of the Obligations are paid in full and the Master Repurchase Agreement is terminated (such dateAgent, the “Expiration Date”)Issuer or any Lender hereunder. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. For valuable consideration given, the receipt and sufficiency of which is hereby acknowledged, the undersigned persons (ahereinafter called "Guarantors") The Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) constituting all of the Obligations. partners of the Lessee (bif the Lessee is a partnership) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect toshareholders of the Lessee (if the Lessee is a corporation or professional association hereby jointly and severally unconditionally guarantee and promise, on demand, to pay PARK-51 ASSOCIATES (hereinafter called "Lessor"), in lawful money of the United States, all rents and other sums reserved in the Lease, and to ensure that all of the terms, covenants, and conditions of this Lease that are so required to be kept, observed, or collecting againstperformed by Lessee are kept, observed and performed by Lessee. Guarantors undertake and agree to pay all of the Guarantors under this Guarantyforegoing amounts and perform all of the foregoing terms, covenants, and conditions notwithstanding that the Lease shall be void and voidable as against Lessee or any of Lessee's creditors, including a trustee in bankruptcy of Lessee, by reason of any fact or circumstance including, without limiting the generality of the foregoing, failure by any person to file any document or to take any other action to make the Lease enforceable in accordance with its terms. This Guaranty is a continuing one and shall remain in terminate only upon full force payment of all rents and effect until all other sums due under the Obligations are paid in fullLease and the performance of all of the terms, notwithstanding that from time covenants, and conditions therein required to time prior thereto the Seller may be free from any Obligations. (c) No payment kept, observed, or payments made performed by the SellerLessee, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any including such payment and performance under all schedules made a part of said Lease, whether to be performed before or payments other than payments after the last rental payment has been made by under the Lease. Guarantors in respect of the Obligations authorize Lessor, without notice or payments received or collected from the Guarantors in respect of the Obligationsdemand, remain liable for the Obligations up to the maximum and without affecting their liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such datehereunder, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors herebyto: (a) acknowledge and agree that change the Buyer shall have no obligation to proceed against one Guarantor before proceeding against amount, time, or manner of payment or rent or covenants, conditions, or provisions of the other Guarantor, Lease; (b) amend, modify, change or supplement the Lease; (c) assign the Lease or the rents and other sums payable under the Lease; (d) consent to Lessee's assignment of the Lease or to the sublease of all, or any portion, of the property covered by the Lease; (e) take and hold security for the payment of this Guaranty or the performance of the Lease, and exchange, enforce, waive, and release any such security; (f) apply such security and direct the order or manner of sale thereof as Lessor, in its discretion, may determine; and (g) release or substitute any one or more of the Guarantors. (a) proceed against Lessee; (b) proceed against or exhaust any security held from Lessee; (c) pursue any other remedy in Lessor's power whatsoever; (d) notify Guarantors of any default by Lessee in the payment of any rent or other sums reserved in the Lease or in the performance of any term, covenant, or condition therein required to be kept, observed, or performed by Lessee. Guarantors waive any defense to their obligations under this Guaranty, based upon or arising out by reason of the any disability or other defense of Lessee or cessation by reason of the cessation, from any cause whatsoever, of the liability of one Guarantor versus the Lessee. Until the repayment of all rents and all other sums due under the Lease and the performance of all of the terms, covenants, and conditions therein required to be kept, observed, or performed by Lessee, Guarantors shall have no right of subrogation, and waive any right to enforce any remedy which Lessee now has, or may hereafter have, against Lessee, and waive any benefit of, and any right to participate in, and security now, or hereafter, held by Lessor. Guarantors waive all presentments, demands for performance, notices of non-performance, protests, notices of dishonor, and notices of acceptance of this Guaranty. Guarantors agree to pay reasonable attorneys' fees and all other costs and expenses which may be incurred by Lessor in the enforcement of this Guaranty. The obligations of the undersigned hereunder are joint and several, and are independent of the obligations of the Lessee. A separate action or actions may be brought and prosecuted against the Guarantors, or any of them, whether any action is brought against the Lessee or whether the Lessee be joined in any such action or actions; and the Guarantors waive the benefit of any statute of limitations affecting their liability hereunder or the enforcement thereof. The Guarantors agree that the liability of each is absolute and unconditional without regard to liability of any other Guarantorparty, and (c) waive that the Guarantors' liability hereunder, as a several liability, is independent of any other guarantees at any time in effect with respect to all or any part of the Lessee's liability to the Lessor, and that the Guarantors' liability hereunder may be enforced, regardless of the existence of any other such guarantees. The liability of the Guarantors shall be primary under this Guaranty and, if any right of subrogation or ability action shall accrue to the lessor, the Lessor may, at its option, proceed against the Guarantors, jointly and severally, without having commenced any Person until all amounts owed to Buyer by Guarantors pursuant to action or having obtained any judgment against the Lessee - it being the understanding that this Guaranty are paid in fullis a guaranty of payment and not of collection.

Guaranty. The Guarantor hereby acknowledges that it is fully aware of the terms and conditions, and has received a copy of, the Lease (aincluding the Lease Supplement dated the First Funding Date), Participation Agreement and the other Operative Documents to which Lessee has become a party (as the same may be amended, modified or supplemented from time to time, collectively, the "Guaranteed Documents") The Guarantors herebyand the transactions contemplated thereby, and hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and irrevocablynot as surety, guarantee without set-off or deduction, to the Buyer Guaranteed Party or Guaranteed Parties entitled thereto under the term of the Operative Documents (i) the due punctual and its successorsfull payment by th Lessee of all payment obligations of the Lessee under the Guaranteed Documents, indorseesincluding, transferees without limitation, all Basic Rent, Renewal Rent Supplemental Rent, Casualty Value and assigns Termination Value when due, whether by acceleration or otherwise (including without limitation, wh due by virtue of a Termination Event or a Lease Event of Default) , i accordance with the prompt terms thereof; and complete payment (ii) the performance of each and performance every other covenant, agreement and obligation to be performed or observed by the Seller Lessee under the Guaranteed Documents (collectively, t "Obligations"). The Guarantor hereby agrees that, in the event that the Lessee fails to pay any Obligation for any reason on the date on which such Obligation is required to be paid, the Guarantor will pay or cause be paid such Obligation at the time specified in the Guaranteed Documents, whether by acceleration or otherwise, and that in the case o any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at the stated extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal (it being the Obligations. (b) intention hereof that Guarantor shall promptly pay to each Guaranteed Party, as a payment obligation directly due from Guarantor to such Guaranteed Party, amounts equal to all amounts due to such Guaranteed Party which Lessee shall fail to faithfully and properly pay when due under the Guaranteed Documents, whether by acceleration or otherwise). The Guarantors further agree Guarantor hereby agrees that, in the event that the Lessee fails to pay perform any and all expenses (includingother Obligation for any reason on the date which such Obligation is required to be performed, without limitation, all reasonable fees and disbursements of counsel) which may the Guarantor will cause such Obligation to be paid or incurred performed when due to be performed by the Buyer Lessee under the Guaranteed Documents, and that in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue case of any action extension of time of performance or proceeding or renewal of any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to same will be promptly performed on the maximum liability date performance is due (whether by extension or otherwise) in accordance with the terms of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)suc extension or renewal. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebySubject to Section 2(b) hereof, each Guarantor hereby absolutely, ir revocably and unconditionally guarantees the full and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This Agreement constitutes a guaranty of payment, and neither the Collateral Agent nor any Secured Creditor shall have any obligation to enforce any Loan Document or any Interest Rate Protection Arrangement or exercise any right or remedy with respect to any collateral security thereunder by any action, including, without limitation, making or perfecting any claim against any Person or any collateral security for any of the Borrower Obligations prior to being entitled to the benefits of this Agreement. The Collateral Agent may, at its option, proceed against the Guarantors, or any one or more of them, in the first instance, to enforce the Guarantor Obligations without first proceeding against the Borrower or any other Person, and without first resorting to any other rights or remedies, as the Collateral Agent may deem advisable. In furtherance hereof, if the Collateral Agent or any Secured Creditor is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Borrower Obligation in accordance with its terms, the Collateral Agent or such Secured Creditor, as the case may be, shall be entitled to receive hereunder from the Guarantors after demand therefor, the sums which would have been otherwise due had such collection or enforcement not been prevented or hindered. (b) The Guarantors further agree Notwithstanding anything to pay the contrary contained in this Agreement, the maximum liability of each Guarantor under this Agreement shall not, as of any date of determination, exceed the lesser of (i) the highest amount that is valid and enforceable against such Guarantor under principles of New York State contract law, and (ii) the sum of (1) all expenses Consideration received by such Guarantor as of such date of determination, plus (including, without limitation, all reasonable fees and disbursements of counsel2) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all 95% of the Obligations and/or enforcing Net Worth of such Guarantor on such date of determination. In calculating the maximum liability of each Guarantor hereunder, full effect shall be given to any rights with respect to, provision in any other Indebtedness of or collecting against, guaranteed by such Guarantor which for purposes of applicable fraudulent transfer or similar laws provides that indebtedness incurred under the Guarantors under this Guaranty. This Guaranty Credit Agreements shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time be deemed to time have been incurred prior thereto the Seller may be free from any Obligationsto such other Indebtedness. (c) No payment or payments made by Each Guarantor agrees that the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application Guarantor Obligations may at any time or and from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to exceed the maximum liability of such Guarantor hereunder without impairing this Agreement or affecting the Guarantors hereunder until both the Obligations are paid in full rights and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations remedies of the Guarantors Collateral Agent or any Secured Creditor hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. [Each][The] Guarantor hereby irrevocably, unconditionally [and jointly and severally with the other Guarantors] guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this GuarantyNote Agreement or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). This Guaranty shall remain The guaranty in full force the preceding sentence is an absolute, present and effect until continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligations are paid in fullCompany or any other guarantor of the Notes (including, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, [each][the] Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. [Each][The] Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. [Each][The] Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor[, by any other Guarantor] or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes or the Note Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the GuarantorsNotes, any other guarantor the Note Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. [Each][The] Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with [the other Guarantors and] any action or proceeding other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement. Notwithstanding the foregoing provisions or any set-off or appropriation or application other provision of this Subsidiary Guaranty Agreement, the Purchasers (on behalf of themselves and their successors and assigns) and [each][the] Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this Subsidiary Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of [any][the] Guarantor or from time to time in reduction of or in payment of the Obligations any holder and shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made have been automatically consented to by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full [each][the] Guarantor and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each each holder. [Each][The] Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.the

Guaranty. Each Guarantor, hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, (a) The Guarantors hereby, unconditionally the due and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due Issuer of: (i) all present and future obligations of the Issuer under the Notes (whether issued and outstanding on the date hereof or issued after the date hereof), including, without limitation, the principal of and premium, if any, and interest at the stated rate specified in the Notes (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“Post-Petition Interest”)) on the Extensions of Credit, when and as due, whether at scheduled maturity, date set for prepayment, by acceleration or otherwise, and (ii) all other present and future monetary obligations of the Obligations. (b) The Guarantors further agree Issuer to pay any the Holders under the Transaction Documents, when and all as due, including fees, costs, expenses (including, without limitation, all reasonable and documented fees and disbursements expenses of counsel) which may be paid or counsel incurred by the Buyer Collateral Agent or any Holder in enforcing any rights with respect tounder this Agreement or any other Transaction Document), contract causes of action and indemnities, whether primary, secondary, direct or collectingindirect, absolute or contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding); and (b) the due and prompt performance of all covenants, agreements, obligations and liabilities of the Obligations and/or enforcing any rights with Issuer under or in respect to, or collecting against, of the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations.Transaction Documents; and (c) No payment all such obligations in subsections (a) through (b), whether now or payments made by hereafter existing, being referred to collectively as the Seller, the Guarantors, any other guarantor “Obligations.” Each Guarantor further agrees that all or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment part of the Obligations shall may be deemed to modifyincreased, reduceextended, release substituted, amended, renewed or otherwise modified without notice to or consent from any such Guarantor and such actions shall not affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment Guarantor hereunder. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by any other Note Party to the Holders or payments other than payments made by the Guarantors Collateral Agent under or in respect of the Obligations or payments received or collected from Purchase Agreement, the Guarantors in respect of Notes and the Obligations, remain liable other Transaction Documents but for the Obligations up fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Note Party. Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the Guarantors hereunder until both other Transaction Documents shall in no event exceed the Obligations are paid amount which can be guaranteed by such Guarantor under applicable laws relating to the insolvency of debtors (after giving effect to the right of contribution established in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”Section 2.03). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors hereby, Each Borrower hereby unconditionally and irrevocably, guarantee guarantees to the Buyer Lender: (i) the due and its successorspunctual payment in full (and not merely the collectibility) by the other Borrowers of the Obligations, indorseesincluding unpaid and accrued interest thereon, transferees in each case when due and assigns payable, all according to the prompt terms of this Agreement, the Notes and complete the other Financing Documents; (ii) the due and punctual payment in full (and not merely the collectibility) by the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, the Notes or any of the other Financing Documents; (iii) the due and punctual performance by the Seller when due other Borrowers of all of the other terms, covenants and conditions contained in the Financing Documents; and (iv) all the other Obligations of the other Borrowers. (b) The obligations and liabilities of each Borrower as a guarantor under this Section 2.6.5 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that the Lender may, in its sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any of the Financing Documents; (iii) grant extensions or renewals of or with respect to the Credit Facilities, the Notes or any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Financing Documents; (v) agree to the substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other collateral for the Loan or to the subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, provision or covenant contained in this Agreement, any of the Notes or any of the other Financing Documents with respect to which the Borrowers shall then be in default; (vii) make future advances pursuant to the Financing Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise transfer the Commitment, the Obligations, the Notes, any of the other Financing Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Borrowers as if this Section 2.6.5 were not in effect; (x) effect any release, compromise or settlement with any of the other Borrowers, whether at in their capacity as a Borrower or as a guarantor under this Section 2.6.5, or any other guarantor; and (xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the stated maturityBankruptcy Code, it being expressly agreed by acceleration or otherwise) all Borrowers that any such financing and/or use would be part of the Obligations. (bc) The Guarantors further agree obligations and liabilities of each Borrower, as guarantor under this Section 2.6.5, shall be primary, direct and immediate, shall not be subject to pay any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the other Borrowers, the Lender, and/or any other guarantor and all expenses (includingshall not be conditional or contingent upon pursuit or enforcement by the Lender of any remedies it may have against the Borrowers with respect to this Agreement, without limitationthe Notes or any of the other Financing Documents, all reasonable fees whether pursuant to the terms thereof or by operation of law. Without limiting the generality of the foregoing, the Lender shall not be required to make any demand upon any of the Borrowers, or to sell the Collateral or otherwise pursue, enforce or exhaust its remedies against the Borrowers or the Collateral either before, concurrently with or after pursuing or enforcing its rights and disbursements of counsel) which remedies hereunder. Any one or more successive or concurrent actions or proceedings may be paid brought against each Borrower under this Section 2.6.5, either in the same action, if any, brought against any one or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all more of the Obligations and/or enforcing Borrowers or in separate actions or proceedings, as often as the Lender may deem expedient or advisable. Without limiting the foregoing, it is specifically understood that any rights with respect tomodification, limitation or collecting against, discharge of any of the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until liabilities or obligations of any one or more of the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the GuarantorsBorrowers, any other guarantor or any obligor under any of the Financing Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of the Borrowers, in their respective capacities as borrowers and guarantors under this Section 2.6.5, or under any of the Financing Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section 2.6.5 in any manner whatsoever, and this Section 2.6.5 shall remain and continue in full force and effect. It is the intent and purpose of this Section 2.6.5 that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other Person guarantor by reason of any such proceeding, and the Borrowers agree that they shall be liable for the full amount of the obligations and liabilities under this Section 2.6.5, regardless of, and irrespective to, any modification, limitation or received discharge of the liability of any one or collected by more of the Buyer from the Seller, the GuarantorsBorrowers, any other guarantor or any other Person by virtue of obligor under any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modifyFinancing Documents, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding that may result from any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)proceedings. (d) Each Guarantor agrees that wheneverBorrower, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made as guarantor under this Guaranty for such purpose.Section 2.6.5, hereby unconditionally, jointly and severally, irrevocably and expressly waives: (ei) Each Guarantor shall be jointly presentment and severally liable to the Buyer demand for all obligations payment of the Guarantors hereunder. The Guarantors hereby: Obligations and protest of non-payment; (aii) acknowledge notice of acceptance of this Section 2.6.5 and agree that of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Buyer shall have no obligation to proceed against one Guarantor before proceeding against Notes or any of the other Guarantor, Financing Documents and notice of all indulgences; (biv) waive notice of any defense to their obligations under this Guaranty, based upon increase in the amount of any portion of or arising out all of the disability indebtedness guaranteed by this Section 2.6.5; (v) demand for observance, performance or other defense enforcement of any of the terms or cessation provisions of liability this Section 2.6.5, the Notes or any of one Guarantor versus the other Financing Documents; (vi) all errors and omissions in connection with the Lender’s administration of all indebtedness guaranteed by this Section 2.6.5, except errors and omissions resulting from acts of bad faith; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other GuarantorBorrowers; (viii) any act or omission of the Lender which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which the Borrower may lawfully waive. Within ten (10) days following any request of the Lender so to do, each Borrower will furnish the Lender and (c) waive such other persons as the Lender may direct with a written certificate, duly acknowledged stating in detail whether or not any right of subrogation credits, offsets or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant defenses exist with respect to this Guaranty are paid in fullSection 2.6.5.

Guaranty. (a) The Guarantors hereby, unconditionally and irrevocably, guarantee Subject to the Buyer rights of Maker under the Promissory Note and its successorsthe Purchase Agreement, indorsees, transferees Guarantor hereby guarantees to Seller full payment of this Note as and assigns the prompt and complete payment and performance by the Seller when due as well as all renewals, rearrangements, extensions and modifications thereof and any sums due or to become due pursuant to any instruments which secure the payment of this Note (whether at the stated maturity, by acceleration or otherwise) "Obligations"). Any ----------- dispute between Guarantor and Seller shall be subject to the dispute resolution requirements of the Obligations. Purchase Agreements, provided that Seller shall not be required to (bi) The Guarantors further agree proceed against Maker in any manner or make any effort at collection of this Note from Maker, (ii) proceed against or exhaust any security held from Maker or any other person, (iii) have Maker joined with Guarantor, to pay the full extent not legally mandated, in any suit arising out of this guaranty or this Note, or (iv) pursue any other remedy in Seller's power whatsoever. Guarantor waives presentment, grace, demand, protest and notice of protest and dishonor on any and all expenses (includingforms of this Note, without limitationnotice of intent to accelerate, all reasonable fees notice of acceleration, and disbursements notice of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect todisposition of collateral, or collecting, any or all and waives notice of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment amount of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, Note outstanding at any time, and also notice of acceptance of this guaranty. Acceptance on the part of Seller is presumed by its request for this guaranty and delivery of this guaranty to Seller. Guarantor's guaranty herein reasonably may be expected to benefit Guarantor, directly or from time indirectly, and the entry into, and performance of, the provisions of this guaranty are in the best interests of Guarantor. Guarantor recognizes that Seller is relying upon this guaranty and the undertakings of Guarantor herein in making an extension of credit to timeMaker, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree acknowledges that the Buyer shall have no obligation execution and delivery of this guaranty by Guarantor are material inducements to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under Seller in entering into this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fulltransaction.

Guaranty. (a) Holdings hereby fully and irrevocably guarantees (the “Guaranty”) the indemnities and performance of Purchaser (including the payment of the Purchase Price) now existing or hereafter arising under this Agreement or any agreement related hereto to which Purchaser is party (whether or not Purchaser at any time in question then exists) (collectively, the “Obligations”). The Guarantors herebyGuaranty is a full, unconditionally unconditional, irrevocable, absolute and irrevocablycontinuing guaranty of performance and payment when due and not merely of collection, guarantee and Holdings shall remain liable with respect to the Buyer and its successorsObligations hereunder until the performance or payment, indorseesas the case may be, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the such Obligations. (b) The Guarantors further agree to pay any Holdings’ guarantee and all expenses (includingresponsibility shall not be discharged, without limitationreleased, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect todiminished, or collectingimpaired in whole or in part by any setoff, counterclaim, defense, act or occurrence which Holdings may have against Purchaser as a result of or arising out of this Agreement, any agreement related hereto to which Holdings is party or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligationsother transaction. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue The obligations of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors Holdings hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect are independent of the Obligations, remain and a separate action or actions may be brought and prosecuted against Holdings regardless of whether any action is brought against Purchaser or whether Purchaser is joined in any such action or actions. The obligations of Holdings hereunder shall be unconditional, and shall not be released, discharged, diminished or impaired by (i) the renewal, extension, modification or alteration by Purchaser, the Target Companies and the Seller Representative, with or without the knowledge or consent of Holdings, of this Agreement or any agreement related hereto to which Purchaser is party or of any liability or obligation of Purchaser thereunder or of any document or instrument under which Holdings’ obligations hereunder arise, (ii) any forbearance or compromise granted to Purchaser by the Seller Representative when dealing with Purchaser, except to the extent of such forbearance or compromise, (iii) any change in corporate structure or ownership of Purchaser or the bankruptcy, insolvency, liquidation, receivership, dissolution, winding-up or termination of Purchaser or the fact that at any time Purchaser does not exist, (iv) the inaccuracy of any of the representations and warranties of Purchaser under this Agreement or any agreement related hereto to which Purchaser is party, (v) any neglect, delay, omission, failure or refusal of Purchaser to take or prosecute any action in connection with this Agreement or any agreement related hereto to which Purchaser is party, (vi) the full or partial release of Purchaser on any Obligation, except that Holdings shall be released pro tanto to the extent the Seller Representative expressly releases Purchaser from liability with respect to the Obligations, (vii) the lack of enforceability of this Agreement or any agreement related hereto to which Purchaser is party, or (viii) any other circumstance relating to Holdings’ obligations hereunder that might otherwise constitute a legal or equitable discharge of or defense to Holdings not available to Purchaser, who is liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Obligations. (d) Each Guarantor agrees that wheneverIf Purchaser fails to perform Obligations requiring payment, at any timein whole or in part, or when such Obligations are due, then Holdings shall promptly pay such Obligations in lawful money of the United States within five (5) Business Days of receipt of demand for payment from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purposeSeller Representative. (e) Each Guarantor shall be jointly Holdings represents and severally liable warrants for and as to itself that it has received, or will receive, direct or indirect benefit from the Buyer for all obligations making of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyundersigned Completion Guarantor, as primary obligor and not merely as surety, unconditionally and irrevocablyirrevocably guarantees to (i) the Bank Agent acting on behalf of the Bank Lenders, guarantee and (ii) the Indenture Trustee acting on behalf of the Second Mortgage Note Holder(s), (A) the performance by the Company of its obligation under the Disbursement Agreement to achieve Completion on or before the Buyer Scheduled Completion Date and its successorsthereafter to achieve Final Completion, indorsees, transferees and assigns the prompt and complete (B) payment and performance by the Seller when due (due, whether at the stated maturity, by acceleration or otherwise, of the full amount of any and all obligations and liabilities of the Company under Sections 5.8.1, 5.8.3 and the last sentence of Section 5.21 of the Disbursement Agreement (the "Relevant Provisions"), and (C) the payment or performance when due of all other "Obligations" (as defined in the Disbursement Agreement) of the Loan Parties under the Credit Agreement and the Second Mortgage Notes Indenture, whether by acceleration or otherwise, together with all expenses incurred by the Disbursement Agent or the Lender Beneficiaries in enforcing any of such obligations and liabilities or the terms hereof, including, without limitation, reasonable fees and expenses of legal counsel (collectively, the "Obligations"), and agrees that if for any reason the Company shall fail to pay or perform when due any of such Obligations, Completion Guarantor will pay or perform the same forthwith. Notwithstanding any other provision hereof, Completion Guarantor's aggregate liability under this Section 1(a) shall in no event exceed Fifty Million Dollars ($50,000,000) (the "Liability Cap"). Completion Guarantor waives notice of acceptance of this Guaranty and of any obligation to which it applies or may apply under the terms hereof, and waives diligence, presentment, demand of payment, notice of dishonor or non-payment, protest, notice of protest, of any such obligations, suit or taking other action by the Disbursement Agent, the Lender Beneficiaries or Lenders against, and giving any notice of default or other notice to, or making any demand on, any party liable thereon (including Completion Guarantor). (b) The Guarantors further agree This Guaranty is a primary obligation of Completion Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collectibility and is in no way conditioned on or contingent upon any attempt to enforce in whole or in part the Company's liabilities and obligations to the Funding Agents, the Lenders and the Disbursement Agent. Subject to the Liability Cap set forth in Section 1(a) above, if the Company shall fail to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing as and when they are due, Completion Guarantor shall forthwith pay such Obligations in immediately available funds. Each failure by the Company to pay any rights with respect toObligations shall give rise to a separate cause of action herewith, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller separate suits may be free from any Obligationsbrought hereunder as each cause of action arises. (c) No payment The Funding Agents or payments made by the SellerLenders may, in accordance with the GuarantorsFinancing Agreements, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or and from time to time in reduction (whether or not after revocation or termination of this Guaranty) without the consent of or notice to Completion Guarantor, except such notice as may be required by the Financing Agreements or applicable law which cannot be waived, without incurring responsibility to Completion Guarantor, without impairing or releasing the obligations of Completion Guarantor hereunder, upon or without any terms or conditions and in whole or in part, (i) change the manner, place and terms of payment or change or extend the time of payment of, renew, or alter any Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, amend or supplement the terms of any Facility Agreement, the Disbursement Agreement (including the Relevant Provisions) or any documents, instruments or agreements executed in connection therewith (in each case, with the consent of the Company if required by such documents) and the guaranty herein made shall apply to the Obligations, changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against the Company or others (including Completion Guarantor) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of Completion Guarantor hereunder; (iv) settle or compromise any Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the Obligations shall payment of any obligations and liabilities which may be deemed due to modifythe Lenders or others; (v) sell, reduceexchange, release release, surrender, realize upon or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding deal with in any such payment manner or payments other than payments made in any order any property by the Guarantors in respect of whomsoever pledged or mortgaged to secure or howsoever securing the Obligations or payments received any liabilities or collected from the Guarantors obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of the Obligations, remain liable for the Obligations up Company to the maximum liability Funding Agents and the Lenders under any of the Guarantors hereunder until both Financing Agreements in the Obligations are paid in full manner provided therein regardless of what obligations and liabilities remain unpaid; (vii) consent to or waive any breach of, or any act, omission or default under, any Facility Agreement or the Master Repurchase Disbursement Agreement is terminated (such dateincluding the obligation to achieve Completion on or before the Scheduled Completion Date, the “Expiration obligation to achieve Final Completion or the obligation set forth in the Relevant Provisions) or otherwise amend, modify or supplement (with the consent of the Company, if required by such documents) any Facility Agreement or the Disbursement Agreement (including the obligation to achieve Completion on or before the Scheduled Completion Date”), the obligation to achieve Final Completion, or the obligation set forth in the Relevant Provisions) or any of such other instruments or agreements; and/or (viii) act or fail to act in any manner referred to in this Guaranty which may deprive Completion Guarantor of any right to subrogation which Completion Guarantor may, notwithstanding the provisions of Section 7, have against the Company to recover full indemnity for any payments made pursuant to this Guaranty or of any right of contribution which Completion Guarantor may have against any other party. (d) Each Guarantor agrees that wheneverNo invalidity, at any timeirregularity or unenforceability of the Obligations shall affect, impair, or from time be a defense to timethis Guaranty, it shall make any payment to the Buyer on account which is a primary obligation of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purposeCompletion Guarantor. (e) Each Guarantor This is a continuing Guaranty and all obligations to which it applies or may apply under the terms hereof shall be jointly conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 1(a) hereof, this Guaranty shall be deemed revocable in accordance with applicable law, then any such revocation shall become effective only upon receipt by the Bank Agent, the Indenture Trustee and severally liable the Disbursement Agent of written notice of revocation signed by Completion Guarantor. No revocation or termination hereof shall affect in any manner rights arising under this Guaranty with respect to Obligations (i) arising prior to receipt by the Bank Agent, the Indenture Trustee and the Disbursement Agent of written notice of such revocation or termination and the sole effect of revocation and termination hereof shall be to exclude from this Guaranty Obligations thereafter arising which are unconnected with Obligations theretofore arising or transactions theretofore entered into or (ii) arising as a result of an Event of Default under the Disbursement Agreement occurring by reason of the revocation or termination of this Guaranty. (i) Except as otherwise required by law, each payment required to be made by Completion Guarantor hereunder shall be made without deduction or withholding for or on account of Taxes. If such deduction or withholding is so required, Completion Guarantor shall, upon notice thereof from the Bank Agent, the Indenture Trustee or the Disbursement Agent, (A) pay the amount required to be deducted or withheld to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor appropriate authorities before proceeding against the other Guarantorpenalties attach thereto or interest accrues thereon, (bB) waive any defense on or before the sixtieth (60th) day after payment of such amount, forward to their obligations under this Guarantythe Bank Agent, based upon the Indenture Trustee and the Disbursement Agent an official receipt evidencing such payment (or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantora certified copy thereof), and (cC) waive in the case of any right such deduction or withholding, forthwith pay to the Disbursement Agent for application in accordance with the Disbursement Agreement such additional amount as may be necessary to ensure that the net amount actually received by the Disbursement Agent free and clear of subrogation such Taxes, including any Taxes on such additional amount, is equal to the amount that the Disbursement Agent would have received had there been no such deduction or ability to proceed against withholding. (ii) As used herein, the term "Tax" means any Person until all amounts owed to Buyer present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by Guarantors pursuant to any government or other taxing authority in respect of any payment under this Guaranty are paid other than (A) any income, franchise, transfer, inheritance, capital stock or similar tax imposed upon the gross or net income of any Lender by the United States, any state of the United States, any jurisdiction where any Lender is organized and/or the jurisdiction in fullwhich is located any office from or at which any Lender is making or maintaining any Loans under the Bank Credit Facility or acquiring the Mortgage Note(s), as the case may be, or receiving any payments under any of the Financing Agreements and (B) any stamp, registration, documentation or similar tax.

Guaranty. Corporate Guarantor, jointly and severally (aif more than one), absolutely and unconditionally guarantee the indefeasible, full, and prompt payment to Lender, including its successors and assignees, of (i) The Guarantors herebyany and all Obligations incurred by Borrower pursuant to this Agreement, unconditionally (ii) the full and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses additional obligations of Borrower to Lender under this Agreement, together with any replacements, supplements, renewals, modifications, consolidations, restatements and extensions thereof, and (includingiii) the full and prompt payment and performance of any and all other obligations of Borrower to Lender under any other agreements, documents or instruments now or hereafter evidencing, securing or otherwise relating to the Obligations (this “Guaranty”). Guaranty is a guarantee of payment and not of collection. Guarantor further agrees to repay the Obligations on demand, without limitationrequiring Lender first to enforce or collect or exercise any rights, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect toremedies, privileges, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guarantypowers against Borrower. This Guaranty shall is a guarantee of payment and performance, and not of collection. This is an absolute, unconditional, primary, and continuing obligation and will remain in full force and effect until all of the Obligations are have been indefeasibly paid in fullfull and Lender has terminated this Guaranty. This Guaranty shall be construed in accordance with the laws of the State of Utah, notwithstanding and shall inure to the benefit of Lender and its successors and assigns. To the extent not prohibited by applicable law, Guarantor waives its right to a trial by jury of any claim or cause of action based upon, arising out of or related to this Guaranty, this Agreement and all other documentation evidencing the Obligations, in any legal action or proceeding. Any such claim or cause of action shall be tried by court sitting without a jury. For each Guarantor that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment resides in a community property state, including, without limitation Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin, or payments made as otherwise requested by the SellerL▇▇▇▇▇, the Guarantorsspouse of such Guarantor shall execute, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time upon demand, and agree to a Spousal Consent to Loan form. So long as any of the Obligations hereby guaranteed remain indefeasibly unpaid or from time to time in reduction of or in undischarged (other than indemnification obligations which by their terms survive the indefeasible payment of the Obligations shall be deemed and the release of any Collateral) or Lender has any obligation to modifymake the Loan, reduce(i) Guarantor will not, release by paying any sum recoverable hereunder (whether or otherwise affect the not demanded by Lender) or by any means or on any other ground, claim any set off or counterclaim against Borrower in respect of any liability of Guarantor to Borrower, or (ii) in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with L▇▇▇▇▇ in respect of any payment hereunder, or be entitled to have the Guarantors hereunder benefit of, any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations which, now or hereafter, Lender may hold or in which shallit may have any share. Guarantor hereby expressly waives any right of contribution or reimbursement from or indemnity against Borrower or any other guarantor, notwithstanding whether at law or in equity, arising from any such payment or payments other than payments made by the Guarantors in respect Guarantor, and Guarantor acknowledges that Guarantor has no right whatsoever to proceed against Borrower or any other guarantor for reimbursement of any such payments for so long as any of the Obligations remain indefeasibly unpaid or payments received or collected from undischarged (other than indemnification obligations which by their terms survive the Guarantors in respect indefeasible payment of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”release of any Collateral). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. In order to induce ▇▇▇▇▇▇▇ Overseas Holdings S.A. (the "Seller") to enter into the Stock Purchase Agreement (the "Agreement"), dated as of June 16, 2000, between the Seller and RH Financial Corporation (the "Buyer"), Ralcorp Holdings, Inc., a Delaware corporation, irrevocably and unconditionally guarantees the prompt, complete and punctual performance, compliance and payment of all the obligations of the Buyer under the Agreement. Ralcorp further agrees that its obligations under the Agreement shall not be affected by any event, condition or circumstance whatsoever (with or without notice to, or knowledge of, the Buyer or Ralcorp) including without limitation any which constitutes, or might be construed to constitute, a legal or equitable discharge of the Buyer for its obligations under the Agreement or of Ralcorp of its guaranty hereunder. In furtherance of the foregoing and without limiting the generality thereof, Ralcorp agrees that (a) The Guarantors herebythis Guaranty is a guaranty of payment and performance when due and not collectability; (b) this Guaranty is a primary obligation of Ralcorp and not merely a contract of surety; and (c) payment or performance by Ralcorp of a portion, unconditionally but not all, of the obligations under the Agreement shall in no way limit, affect, modify or abridge any liability of Ralcorp for any portion of the obligations which have not been paid or performed. Ralcorp waives all diligence, presentment, protest and irrevocablydemand, guarantee and also notice of dishonor, demand, protest and nonpayment. No failure by the Seller to assert any right or pursue any remedy with respect to the Buyer or under this Guaranty shall relieve Ralcorp from its obligations hereunder. Ralcorp agrees that this Guaranty shall not be diminished or affected, in any way, by any bankruptcy, reorganization, arrangement, liquidation or similar proceeding with respect to the Buyer or by dissolution of the Buyer. This Guaranty shall continue in full force and its successorseffect, indorseesnotwithstanding any merger, transferees and assigns the prompt and complete payment and performance consolidation, sale of assets or any other similar transaction by the Seller when due (whether at the stated maturity, by acceleration Buyer or otherwise) of the Obligations. (b) The Guarantors Ralcorp. Ralcorp further agree agrees to pay any all reasonable costs and all expenses (includingexpenses, including without limitation, all reasonable fees and disbursements of counsel) which may be attorneys' fees, at any time paid or incurred by or on behalf of the Buyer Seller in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in fullJune 16, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations2000 RALCORP HOLDINGS, INC. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors hereby, Each Borrower hereby unconditionally and irrevocably, guarantee guarantees to the Buyer Lender: (i) the due and its successorspunctual payment in full (and not merely the collectibility) by the other Borrowers of the Obligations, indorseesincluding unpaid and accrued interest thereon, transferees in each case when due and assigns payable, all according to the prompt terms of this Agreement, the Notes and complete the other Financing Documents; (ii) the due and punctual payment in full (and not merely the collectibility) by the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, the Notes or any of the other Financing Documents; (iii) the due and punctual performance by the Seller when due other Borrowers of all of the other terms, covenants and conditions contained in the Financing Documents; and (iv) all the other Obligations of the other Borrowers. (b) The obligations and liabilities of each Borrower as a guarantor under this Section 2.3.8 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that the Lender may, in its sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any of the Financing Documents; (iii) grant extensions or renewals of or with respect to the Credit Facilities, the Notes or any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Financing Documents; (v) agree to the substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other collateral for the Loan or to the subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, provision or covenant contained in this Agreement, any of the Notes or any of the other Financing Documents with respect to which the Borrowers shall then be in default; (vii) make future advances pursuant to this Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise transfer the Commitments, the Obligations, the Notes, any of the other Financing Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Borrowers as if this Section 2.3.8 were not in effect; (x) effect any release, compromise or settlement with any of the other Borrowers, whether at in their capacity as a Borrower or as a guarantor under this Section 2.3.8, or any other guarantor; and (xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the stated maturityBankruptcy Code, it being expressly agreed by acceleration or otherwise) all Borrowers that any such financing and/or use would be part of the Obligations. (bc) The Guarantors further agree obligations and liabilities of each Borrower, as guarantor under this Section 2.3.8, shall be primary, direct and immediate, shall not be subject to pay any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the other Borrowers, the Lender, and/or any other guarantor and all expenses (includingshall not be conditional or contingent upon pursuit or enforcement by the Lender of any remedies it may have against the Borrowers with respect to this Agreement, without limitationthe Notes or any of the other Financing Documents, all reasonable fees whether pursuant to the terms thereof or by operation of law. Without limiting the generality of the foregoing, the Lender shall not be required to make any demand upon any of the Borrowers, or to sell the Collateral or otherwise pursue, enforce or exhaust its remedies against the Borrowers or the Collateral either before, concurrently with or after pursuing or enforcing its rights and disbursements of counsel) which remedies hereunder. Any one or more successive or concurrent actions or proceedings may be paid brought against each Borrower under this Section 2.3.8, either in the same action, if any, brought against any one or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all more of the Obligations and/or enforcing Borrowers or in separate actions or proceedings, as often as the Lender may deem expedient or advisable. Without limiting the foregoing, it is specifically understood that any rights with respect tomodification, limitation or collecting against, discharge of any of the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until liabilities or obligations of any one or more of the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the GuarantorsBorrowers, any other guarantor or any obligor under any of the Financing Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of the Borrowers, in their respective capacities as borrowers and guarantors under this Section 2.3.8, or under any of the Financing Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section 2.3.8 in any manner whatsoever, and this Section 2.3.8 shall remain and continue in full force and effect. It is the intent and purpose of this Section 2.3.8 that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other Person guarantor by reason of any such proceeding, and the Borrowers agree that they shall be liable for the full amount of the obligations and liabilities under this Section 2.3.8, regardless of, and irrespective to, any modification, limitation or received discharge of the liability of any one or collected by more of the Buyer from the Seller, the GuarantorsBorrowers, any other guarantor or any other Person by virtue of obligor under any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modifyFinancing Documents, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding that may result from any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)proceedings. (d) Each Guarantor agrees that wheneverBorrower, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made as guarantor under this Guaranty for such purpose.Section 2.3.8, hereby unconditionally, jointly and severally, irrevocably and expressly waives: (ei) Each Guarantor shall be jointly presentment and severally liable to the Buyer demand for all obligations payment of the Guarantors hereunder. The Guarantors hereby: Obligations and protest of non-payment; (aii) acknowledge notice of acceptance of this Section 2.3.8 and agree that of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Buyer shall have no obligation to proceed against one Guarantor before proceeding against Notes or any of the other Guarantor, Financing Documents and notice of all indulgences; (biv) waive notice of any defense to their obligations under this Guaranty, based upon increase in the amount of any portion of or arising out all of the disability indebtedness guaranteed by this Section 2.3.8; (v) demand for observance, performance or other defense enforcement of any of the terms or cessation provisions of liability this Section 2.3.8, the Notes or any of one Guarantor versus the other Financing Documents; (vi) all errors and omissions in connection with the Lender’s administration of all indebtedness guaranteed by this Section 2.3.8, except errors and omissions resulting from acts of bad faith; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other GuarantorBorrowers; (viii) any act or omission of the Lender which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which the Borrower may lawfully waive. Within ten (10) days following any request of the Lender so to do, each Borrower will furnish the Lender and (c) waive such other persons as the Lender may direct with a written certificate, duly acknowledged stating in detail whether or not any right of subrogation credits, offsets or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant defenses exist with respect to this Guaranty are paid in fullSection 2.3.8.

Guaranty. Buyer Guarantor hereby fully guarantees the due and prompt performance, payment and discharge when due of, agrees to cause Buyer from and after the Closing to perform when due, and shall be jointly and severally liable with Buyer for the due and punctual performance, payment and discharge of, each and every obligation of Buyer from and after the Closing) arising under this Agreement and the Related Agreements (a) The Guarantors herebycollectively, unconditionally the “Buyer Guaranteed Obligations”), including the payment of the Purchase Price and irrevocablyBuyer’s indemnification obligations under Article XI. To the extent permitted by applicable Law, guarantee to the Buyer Guaranteed Obligations are primary, absolute, unconditional and its successorsirrevocable, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty such obligations shall remain continue in full force and effect until the payment and performance, as applicable, of all of the Buyer Guaranteed Obligations and are paid not conditioned upon any event or contingency or upon any attempt first to obtain payment from Buyer under this Agreement or any of the Related Agreements, or pursuit of any other right or remedy against any Buyer through the commencement of Proceedings or otherwise. With respect to its obligations hereunder, to the extent permitted by applicable Law, Buyer Guarantor expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever. Buyer Guarantor acknowledges and agrees that its obligations hereunder shall continue in fullfull force and effect, notwithstanding without notice from any other party or Buyer in the event the obligations of Buyer or Seller under this Agreement or any of the Related Agreements are amended or in any way modified, and that the Buyer Guaranteed Obligations shall continue and shall apply in full to such amended obligations of Buyer or Buyer Guarantor as though the amended terms had been part of this Agreement or any of the Related Agreements, as applicable, from the original date of execution thereof. Buyer Guarantor waives any right to require that any resort be had by Seller (a) against Buyer for any of the Buyer Guaranteed Obligations or (b) against any other right or remedy available to Seller by contract, applicable Law or otherwise. Buyer Guarantor waives and relinquishes all defenses of a guarantor or surety, whether now existing or hereafter arising and whether known or unknown, and Buyer Guarantor agrees that the validity of this Section 12.14 and its obligations hereunder shall not be affected, diminished, limited or impaired by any event whatsoever, including, without limitation, any defenses available to Buyer under applicable laws relating to insolvency, bankruptcy or relief for debtors (including, without limitation, the Bankruptcy Code, 11 U.S.C. §101 et. seq., as amended) or otherwise, or any limitations on Buyer’s liabilities or Seller’s right to recover damages from Buyer under the Bankruptcy Code, 11 U.S.C. §101 et. seq., as amended, or otherwise. No failure to assert any of its rights or remedies against Buyer, extension of time for the satisfaction of Buyer’s obligations hereunder, or other indulgence, forbearance, modification, addition, waiver or amendment of any of the terms of this Agreement shall affect Buyer Guarantor’s liability hereunder. In connection with the Buyer Guaranteed Obligations, Buyer Guarantor hereby represents and warrants to time prior thereto Parent that the Seller value of the consideration received, and to be received, by Buyer Guarantor in connection with the Contemplated Transactions is worth at least as much as the liabilities and obligations of Buyer Guarantor under this Section 12.14, and that such liabilities and obligations are expected to benefit Buyer Guarantor either directly or indirectly. Buyer Guarantor hereby irrevocably appoints the following person as its attorney, upon whom may be free from served any Obligations. (c) No payment notice, process or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of pleading in any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of against it arising out of, or in payment connection with, this Agreement, and consents to service of process upon such person with the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to same effect as if the Buyer on account of its liability hereunderGuarantor had been served lawfully with such process: Copec Inc., it will notify the Buyer in writing that such payment is made under this Guaranty for such purposec/o The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. For the benefit of each other party hereto (a) The Guarantors herebyeach a "Guaranty Party"), Guarantor irrevocably and unconditionally guarantees the full and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay Lease Payments, Availability Fees, Supplemental Payments and any interest due thereon and of all expenses obligations and liabilities (including, without limitation, all reasonable indemnities, fees and disbursements interest thereon) of counselLessee now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other Operative Document and the due performance and compliance by Lessee with the terms of the Lease Agreement and the Operative Documents binding on Lessee (all such payments, interest, obligations and liabilities, collectively, the "Guaranteed Obligations"). All payments by Guarantor under this guaranty shall be made on the same basis as payments by Lessee under the Operative Documents. Guarantor hereby waives notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liability, suit or taking of other action by an Guaranty Party against, and any other notice to, any party liable thereon (including such Guarantor or any other guarantor). Any Guaranty Party may at any time and from time to time unless otherwise prohibited under the Operative Documents without the consent of, or notice to Guarantor, without incurring responsibility to Guarantor and without impairing or releasing the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) which may be change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Guaranteed Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against; (c) exercise or refrain from exercising any rights against Lessee or others or otherwise act or refrain from acting; (d) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof; (e) apply any sums by whomsoever paid or incurred by the Buyer in enforcing howsoever realized to any rights with respect toliability or liabilities of Lessee to any Guaranty Party regardless of what liabilities or liabilities of Lessee remain unpaid; and/or (f) consent to or waive any breach of, or collectingany act, omission or default under, any or all of the Obligations and/or enforcing Operative Documents or otherwise amend, modify or supplement any rights with respect to, of the Operative Documents or collecting against, the Guarantors any of such other instruments or agreements. The obligations of Guarantor under this Guaranty. This Guaranty Section 8 are absolute and unconditional and shall remain in full force and effect until the Obligations are paid in fullwithout regard to, notwithstanding that from time to time prior thereto the Seller may and shall not be free from any Obligations. (c) No payment released, suspended, discharged, terminated or payments made by the Seller, the Guarantorsotherwise affected by, any other guarantor circumstance or occurrence whatsoever, including,without limitation (i) any action or inaction by any Guaranty Party; or (ii) any invalidity, irregularity or unenforceability of all or part of the Guaranteed Obligations or of any security therefor. The obligations under this Section 8 are primary obligations of Guarantor. If and to the extent that Guarantor makes any payment to any Guaranty Party or to any other Person pursuant to or received or collected by the Buyer from the Seller, the Guarantorsin respect of this Section 8, any other guarantor claim which Guarantor may have against Lessee by reason thereof shall be subject and subordinate to the prior payment in full of the Guaranteed Obligations. The obligations under this Section 8 are continuing and all liabilities to which they apply or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Guaranty Party in exercising any right, power or privilege hereunder and no course of dealing between Guarantor, any Guaranty Party or the holder of any Note or Certificate shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other Person by virtue or further exercise thereof or the exercise of any other right, power or privilege. The rights, powers and remedies herein expressly provided are cumulative and not exclusive of any rights, powers and remedies which any Guaranty Party or the holder of any Note or Certificate would otherwise have. No notice to or demand on Guarantor in any case shall entitle Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Guaranty Party or the holder of any Note or Certificate to any other or further action in any circumstances without notice or proceeding demand. This guaranty shall continue to be effective, or any set-off or appropriation or application be reinstated, as the case may be, if at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any timepayment, or from time to timeany part thereof, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Guaranty Parties upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Lessee or Guarantor, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, Lessee or Guarantor or any substantial part of its property, all as though such payment had not been made and (c) waive any right statute of subrogation or ability to proceed limitations in favor of Guarantor against any Person Guaranty Party relating to any such amount to be restored or returned shall be tolled, or deemed to have been tolled, to the extent permitted by law, during the period from the date such payment was made to such Guaranty Party until all amounts owed to Buyer by Guarantors pursuant to this the date such Guaranty are paid in fullParty so restores or returns such amount.

Guaranty. (a) The Guarantors herebyParent Guarantor absolutely, unconditionally unconditionally, and irrevocablyirrevocably guarantees to each of the holders: (i) the full and prompt payment of the principal of and interest on the Notes and Make-Whole Amount, guarantee to the Buyer and its successorsif any, indorseeswhen due, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by upon acceleration or otherwise, and at all times thereafter, and the prompt payment of all sums that may now be or may hereafter become due and owing under the Notes, this Agreement, or any Subsidiary Guaranty; (ii) the payment of all Parent Guaranty Enforcement Costs (as defined in Section 23.3 below); and (iii) the full, complete, and punctual observance, performance, and satisfaction of all of the obligations, duties, covenants, and agreements of the Company under this Agreement. All amounts due, debts, liabilities, and payment obligations described in subparagraph (i) of this Section 23.1(a) are referred to herein as the “Guaranteed Note Indebtedness.” All obligations described in subparagraph (iii) of this Section 23.1(a) are referred to herein as the “Parent Guaranty Obligations.” (b) The Guarantors further agree In the event of any default by the Company in making payment of the Guaranteed Note Indebtedness, or in performance of the Parent Guaranty Obligations, as aforesaid, in each case beyond the expiration of any applicable grace period, the Parent Guarantor agrees, on demand by the holders, to pay any all the Guaranteed Note Indebtedness and to perform all expenses (including, without limitation, all reasonable fees the Parent Guaranty Obligations as are then or thereafter become due and disbursements of counsel) which may owing or are to be paid or incurred by performed under the Buyer in enforcing any rights with respect to, or collecting, any or all terms of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under Notes and this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any ObligationsAgreement. (c) No The Parent Guarantor does hereby waive (i) any and all notices and demands of every kind that may be required to be given by any law, (ii) any defense or right of set-off that the Parent Guarantor may have against the Company or that Parent Guarantor or the Company may have against any holder of a Note, (iii) presentment for payment, demand for payment (other than as provided for in paragraph (b) above), notice of nonpayment (other than as provided for in paragraph (b) above) or payments dishonor, protest and notice of protest, diligence in collection and any and all formalities that otherwise might be legally required to charge the Parent Guarantor with liability, (iv) any defense based on the failure by the holders to inform the Parent Guarantor of any fact that the holders may now or hereafter know about the Company, the Notes, this Agreement, or the transactions contemplated by this Agreement, it being understood and agreed that the holders have no duty so to inform and that the Parent Guarantor is fully responsible for being and remaining informed by the Company of all circumstances bearing on the existence or creation, or the risk of nonpayment of the Guaranteed Note Indebtedness or the risk of nonperformance of the Parent Guaranty Obligations, and (v) any and all right to cause a Terreno Realty LLC Agreement Note Purchase marshalling of assets of the Company or any other action by any court or governmental body with respect thereto, or to cause the holders to proceed against any other security given another holder in connection with the Guaranteed Note Indebtedness or the Parent Guaranty Obligations. The holders shall have no obligation to disclose or discuss with the Parent Guarantor such holder’s assessment of the financial condition of the Company. The Parent Guarantor acknowledges that no representations of any kind whatsoever have been made by the Sellerholders to the Parent Guarantor, the Guarantors, except as expressly set forth in Section 6 herein. (d) The Parent Guarantor further agrees that its liability as guarantor shall in no way be impaired by any other guarantor renewals or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or extensions that may be made from time to time, with or without the knowledge or consent of the Parent Guarantor of the time for payment of interest or principal under a Note or any Make-Whole Amount or by any forbearance or delay in reduction collecting interest or principal under a Note, or by any waiver by any holder, or by any holder’s failure or election not to pursue any other remedies it may have against the Company, or by any change or modification in a Note, this Agreement, any Subsidiary Guaranty, or by the acceptance by any holder of any security or any increase, substitution or change therein, or by the release by any holder of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Guaranteed Note Indebtedness, (unless such payment was expressly directed to be applied to the Guaranteed Note Indebtedness and such direction was made in accordance with this Agreement) even though a holder may lawfully have elected to apply such payments to any part or all of the Guaranteed Note Indebtedness, it being the intent hereof that Parent Guarantor shall remain liable as principal for payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability Guaranteed Note Indebtedness and performance of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Parent Guaranty Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are all Indebtedness has been paid in full and the Master Repurchase Agreement is terminated (such dateother terms, covenants and conditions of the this Agreement, the “Expiration Date”). (d) Each Notes, any Subsidiary Guaranty and this Section 23 have been performed, notwithstanding any act or thing that might otherwise operate as a legal or equitable discharge of a surety. The Parent Guarantor further understands and agrees that whenever, the holders may at any timetime enter into agreements with the Company to amend or modify a Note, this Agreement or from time any Subsidiary Guaranty and may waive or release any provision or provisions of a Note, this Agreement or any Subsidiary Guaranty and, with reference to timesuch instruments, it shall may make and enter into any payment to such agreement or agreements as the Buyer on account of its liability hereunderholders and the Company may deem proper and desirable, it will notify without in any manner impairing the Buyer guaranty in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations Section 23 or any of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive holders’ rights hereunder or any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Parent Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full’s obligations hereunder.

Guaranty. (a) The Guarantors herebyGuarantor hereby guarantees to Note Holder, unconditionally as primary obligor and irrevocablynot as surety, guarantee to the Buyer and its successors, indorsees, transferees and assigns (i) the prompt and complete payment and performance by of the Seller Obligations when due (whether at the stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms of the Note and each other Note Document and (ii) the due and prompt performance of all covenants, agreements, obligations and liabilities of the Borrower under or in respect of the Note Documents. Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Upon payment by the Guarantor of any sums to Noteholder as provided herein, all of the Guarantor’s rights of subrogation, exoneration, contribution, reimbursement, indemnity, or otherwise arising therefrom against the Borrower shall be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all Obligations. (b) Notwithstanding any provision to the contrary contained herein or in the Note, any other Note Document, or the other documents relating to the Obligations, the obligations of Guarantor under this Guaranty shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable debtor relief laws. (c) The obligations of the Guarantor under this Section 2 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Note, the other Note Documents, or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable laws, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2 that the obligations of Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Guarantor agrees all or part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from the Guarantor and such actions shall not affect the liability of the Guarantor hereunder. The obligations of the Guarantor hereunder are independent of the obligations of the Borrower under any Note Document and it is agreed that, to the fullest extent permitted by applicable laws, the occurrence of any one or more of the following shall not alter or impair the liability of Guarantor hereunder, which shall remain absolute and unconditional as described above, and the Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by way of any of the following: (i) at any time or from time to time, without notice to Guarantor, the time, place or manner for any performance of or compliance with any of the Obligations shall be amended, waived, rescinded or extended, or such performance or compliance shall be waived, amended or otherwise modified; (ii) any of the acts mentioned in any of the provisions of the Note or any of the other Note Documents or other documents relating to the Obligations shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under the Note or any of the other Note Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; or (iv) any Lien granted to, or in favor of Note Holder as security for any of the Obligations shall fail to attach or be perfected or be released, exchanged amended or otherwise modified; (v) the illegality or lack of validity or enforceability of any Obligation or Note Document, or any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of Guarantor); (vi) any manner of sale, disposition or application of proceeds of any Collateral (as defined in the Security Agreement) or other assets to all or part of the Obligations; (vii) any default, failure or delay, willful or otherwise, in the performance of the Obligations; (viii) any change, restructuring or termination of the corporate structure, ownership or existence of any Note Party or any of its Subsidiaries, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting the Borrower or its assets, or any resulting release or discharge of any Obligation; (ix) any failure of Note Holder to disclose to any Note Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Note Party now or hereafter known to Note Holder (the Guarantor hereby waiving any duty of Note Holder to disclose such information); (x) the failure of Note Holder to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Note Document or otherwise; (xi) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against Noteholder; (xii) Any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by the Noteholder that might vary the risk of Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of the Borrower. With respect to its obligations hereunder, Guarantor hereby expressly and unconditionally waives promptness, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Note Holder exhaust any right, power or remedy or proceed against Borrower or any other Person under any of the Note Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations. (bd) The Guarantors further agree obligations of Guarantor under this Section 2 shall be automatically reinstated if and to pay the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any debtor relief laws or otherwise, and Guarantor agrees that it will indemnify Note Holder on demand for all costs and expenses (including, without limitation, all reasonable fees the fees, charges and disbursements of counsel) which may be paid or incurred by the Buyer Note Holder in enforcing any rights connection with respect tosuch rescission or restoration, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding including any such payment or payments other than payments made by the Guarantors costs and expenses incurred in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at defending against any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing claim alleging that such payment is made constituted a preference, fraudulent transfer or similar payment under this Guaranty for such purposeany debtor relief laws. (e) Each ▇▇▇▇▇▇▇▇▇ agrees that Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation right of recourse to proceed security for the Obligations. (f) The Guarantor agrees that, to the fullest extent permitted by applicable laws, as between the Guarantor, on the one hand, and Note Holder, on the other hand, the Obligations may be declared to be forthwith due and payable and shall be deemed to have become automatically due and payable if any Event of Default shall have occurred and be continuing, notwithstanding any stay, injunction or other prohibition under any debtor relief laws (or other Applicable Laws) preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against one any other Person. (g) Guarantor before proceeding hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that the Guaranty in this Section 2 is a guarantee of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising. (h) A separate action may be brought against the other Guarantor, (b) waive any defense Guarantor to their obligations under enforce this Guaranty, based whether or not any action is brought against the Borrower or whether or not the Borrower is joined in any such action. The Guarantor acknowledges that the Note Holder may, at its election and without notice to or demand upon Guarantor, foreclose on any Collateral (as defined in the Security Agreement) held by it by one or more judicial or non-judicial sales, accept an assignment of any such Collateral in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower, or exercise any other right or remedy available to it against the Borrower, without affecting or impairing in any way the liability of Guarantor hereunder except to the extent the Obligations (other than contingent obligations for which no claim has been made) have been paid in full. Guarantor waives any defense arising out of the disability such election even though such election operates, pursuant to applicable Law, to impair or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive to extinguish any right of subrogation subrogation, reimbursement, exoneration, contribution or ability to proceed indemnification, or other right or remedy of Guarantor against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullBorrower.

Guaranty. (a) The Guarantors herebyGuarantor irrevocably guarantees (the "Guarantee"), unconditionally as principal and irrevocablynot as surety, to Seller and its successors and permitted assigns full and prompt performance by Buyer (which for all purposes hereof shall include any assignee(s) of Buyer permitted under Section 11.3) of all of its obligations under or pursuant to this Agreement and all documents and instruments executed in connection herewith or delivered pursuant hereto in accordance with the terms hereof and thereof (the "Guaranteed Obligations"). Such guarantee shall apply and survive until all obligations of Buyer under this Agreement and all documents and instruments executed in connection herewith or delivered pursuant hereto are performed and satisfied in accordance with the terms thereof. Guarantor hereby waives any provision of any statute or judicial decision otherwise applicable hereto which restricts or in any way limits the rights of any obligee against a guarantor or surety following a default or failure of performance by an obligor with respect to whose obligations the guarantee is provided. To the fullest extent permitted by applicable law, Guarantor hereby waives presentment to, demand of payment from and protest of any Guaranteed Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of Guarantor hereunder shall not be affected by (a) the failure of the applicable obligee to assert any claim or demand or to enforce any right or remedy against Guarantor pursuant to the provisions of this Agreement or otherwise and (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of this Section 11.11, unless consented to in writing by Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSeller. (b) The Guarantors further agree Guarantor hereby represents and warrants to pay any Seller as follows: (i) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and has the requisite corporate power and authority to execute, deliver and perform this Agreement according to its terms; (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Guarantor have been duly authorized by all expenses necessary corporate action on the part of Guarantor; (includingiii) this Agreement has been duly executed and delivered by Guarantor and constitutes the legal, without limitationvalid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, all reasonable fees and disbursements except as the enforceability of counsel) which this Agreement may be paid affected by bankruptcy, insolvency or incurred similar laws affecting creditors' rights generally and by judicial discretion in the Buyer in enforcing any rights with respect toenforcement of equitable remedies; and (iv) the execution, or collecting, any or all delivery and performance of this Agreement: (1) do not require the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue consent of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantorthird party, (b2) waive any defense to their obligations under this Guaranty, based upon do not conflict with the Articles of Incorporation or arising out bylaws of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c3) waive do not conflict in any right material respect with, result in a material breach of, or constitute a material default Dunder any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation or ruling of subrogation any court or ability governmental authority applicable to proceed against Guarantor or any Person until all amounts owed material contract or agreement to Buyer which Guarantor is a party or by Guarantors pursuant to this Guaranty are paid in fullwhich Guarantor may be bound.

Guaranty. This Guaranty (a"Guaranty") The Guarantors herebyis given this 8th day of November, unconditionally and irrevocably2000, guarantee by Sonera Corporation, a limited liability company organized under the laws of the Republic of Finland ("Parent") with reference to the Buyer Stock Purchase Agreement dated as of November 8, 2000 (the "Agreement"), by and its successorsbetween Metro One Telecommunications, indorseesInc., transferees an Oregon corporation ("Seller"), and assigns Sonera Media Holding B.V., a company organized under the prompt laws of the Netherlands ("Purchaser") and complete payment and performance by a wholly-owned subsidiary of Parent. Capitalized terms used but not defined in this Guaranty shall have the meanings given them in the Agreement. In consideration of the Seller when due entering into the Agreement with Purchaser, Parent hereby irrevocably guarantees the performance of all obligations of Purchaser and of any other Affiliates of Parent while it remains an Affiliate of Parent, that may become an obligor under the Agreement, the Registration Rights Agreement or the Investment Agreement attached thereto as Annexes I and II, respectively, and any other agreements executed by Purchaser in connection therewith, as they may be amended from time to time (whether at collectively, with the stated maturityAgreement, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses ("Transaction Agreements"), including, without limitation, all reasonable fees the obligation of Purchaser to pay the Aggregate Purchase Price pursuant to Section 2.2 of the Agreement (together, the "Obligations"). Upon any alleged default by Purchaser (or other Affiliate of Parent) of any Obligations, the Seller shall notify Parent, at the address and disbursements in the manner prescribed for notices under the Agreement, of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect toprecise nature of the alleged default (including a description of the relevant facts and specific provisions of the Transaction Agreements). If Parent fails to cure the default within 10 Business Days of receipt of such notice, or collectingif cure is not practicable within such period, if Parent fails within 10 Business Days to initiate and continue reasonable efforts to cure promptly the default, Seller may proceed directly against Parent for payment or performance of such Obligations. Seller and Purchaser, with notice to Parent from time to time may waive, amend, rescind or modify any or all of the terms of the Obligations and/or enforcing according to the terms of the applicable agreement or agreements, or consent to, permit or effect any of the foregoing. Parent expressly waives and dispenses with any notice of the acceptance of this Guaranty without affecting the validity or enforceability of this Guaranty or Parent's liability hereunder. Except as expressly set forth herein, Seller's rights and Parent's obligations under this Guaranty shall be no more and no less extensive than those required of Purchaser under the Transaction Agreements, and Parent shall be entitled to assert with respect toto any claim under this Guaranty, any and all defenses, set-offs, counterclaims and other rights or collecting againstremedies available to Purchaser under the applicable Transaction Agreement or otherwise at law or equity, the Guarantors under excluding any matters expressly waived in this Guaranty. This Guaranty shall remain in full force not confer any rights or remedies upon any person other than Seller and effect until its successors. This Guaranty shall be binding upon and inure to the Obligations are paid in full, notwithstanding that from time to time prior thereto benefit of the Seller may successors and assigns of Parent. This Guaranty shall be free from any Obligations. (c) No payment or payments made governed by the laws of the State of New York without reference to the principles or rules governing conflicts of laws. This Guaranty may not be amended, changed, modified, altered or terminated except as expressly provided herein, without the written consent of Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations and such consent shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors effective only in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable that specific instance and for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement specific purpose for which it is terminated (such date, the “Expiration Date”)given. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyGuarantor hereby absolutely, irrevocably and unconditionally and irrevocablyguarantees the due, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt punctual and complete payment and performance by of each and every obligation of Purchaser under the Seller Limited Notice to Proceed and work under and pursuant to the Contracts occurring on or before the Financial Close for the Project, whether such obligation presently exists or is created, incurred or arising from time to time hereafter, all as and when due required to be performed under the Limited Notice to Proceed and the Contracts, in all respects strictly in accordance with the terms, conditions and limitations contained in the Limited Notice to Proceed and the Contracts (whether at collectively, the stated maturity“Guaranteed Obligations”), by acceleration and agrees that if for any reason whatsoever Purchaser shall fail or otherwise) be unable to duly, punctually and fully pay or perform any Guaranteed Obligation as and when due, Guarantor shall, in the event of a Purchaser Event of Default in performance of any of the Obligations. Guaranteed Obligations by Purchaser under the Limited Notice to Proceed and the Contracts, upon written demand of IFCO, with prior written notice to Purchaser, forthwith Exhibit 10.50(b) to Form 10-Q for the Quarter Ended September 30, 2008 filed by ADA-ES, Inc. (bFile No. 000-50216) The Guarantors further agree on November 7, 2008 pay or perform or cause to pay any and all expenses (includingbe performed such Guaranteed Obligation, without limitationregard to any exercise or non-exercise by IFCO of any right, all reasonable fees and disbursements of counsel) which may be paid remedy, power or incurred by the Buyer privilege under or in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect toLimited Notice to Proceed and the Contracts against Purchaser. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, a termination of the Limited Notice to Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or collecting againstbefore the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s obligations hereunder. This Guaranty is a guarantee of payment and performance and not of collection. All payments by Guarantor hereunder shall be made by deposit of immediately available funds to an account identified by IFCO. The Guarantor hereby guarantees that payments hereunder shall be made in U.S. Dollars and in the Guarantors manner required for the relevant payment due from Purchaser under this Guarantythe Limited Notice to Proceed. This Guaranty shall remain continue in full force and effect until the earlier of (i) Financial Close for the Project or (ii) Purchaser or Guarantor shall have satisfactorily performed or fully discharged all of the Guaranteed Obligations; provided, however notwithstanding any provision in this Guaranty to the contrary, Guarantor shall have the full benefit of all defenses, setoffs, counterclaims, reductions, diminution or limitations of any Guaranteed Obligations are paid in full, notwithstanding that from time available to time prior thereto the Seller may be free from any Obligations. (c) No payment Purchaser pursuant to or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer arising from the Seller, Limited Notice to Proceed and the Guarantors, any other guarantor Contracts or any other Person by virtue otherwise and Guarantor’s obligations and liability arising from this Guaranty shall be no greater than that of any action or proceeding or any set-off or appropriation or application at any time or from time Purchaser under the Limited Notice to time in reduction of or in payment Proceed and the portions of the Obligations shall Contracts to be deemed performed prior to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable Financial Close for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Project. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Guarantor hereby absolutely, irrevocably and unconditionally guaranties (ai) The Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due of all covenants, agreements, and obligations of every nature under the Agreement and (whether at ii) subject only to the stated maturitylimitations thereon specifically set forth in the Agreement, by acceleration or otherwise) the accuracy and completeness of all representations and warranties of Seller under the Agreement. Without limiting the generality of the Obligations. (b) The Guarantors further agree to pay foregoing, Guarantor hereby absolutely, irrevocably and unconditionally guaranties any and all expenses (includingof Seller's indemnification obligations under Section 11 of the Agreement, including without limitation, limitation the full and prompt payment when due of any and all reasonable fees and disbursements of counsel) monies which may be paid become due or incurred by payable at any time under or pursuant to such indemnification provisions. (The performance and indemnification obligations of Seller under the Agreement are herein, individually and collectively, referred to as the "Obligations".) Guarantor further agrees that the following terms and conditions will apply to this Guaranty: a. This Guaranty is in all respects continuing, absolute, and unconditional. b. This Guaranty is a guaranty of both performance and payment when due, and not of collection. c. Buyer in enforcing any rights with respect tomay, or collectingfrom time to time, at Buyer's sole discretion and without notice to Guarantor, take any or all of the Obligations and/or enforcing following actions: i. Obtain or accept a security interest in any rights property to secure payment of any or all of the Obligations; ii. Obtain the primary or secondary obligation of any third party in addition to Guarantor with respect toto any or all of the Obligations; iii. Release, compromise, extend, alter, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until modify any of the Obligations are paid or any obligation of any nature of any other obligor with respect to any of the Obligations; iv. Release, compromise, or extend any obligation of Guarantor hereunder; v. Release any security interest in, or surrender, release, or permit any vi. Resort to or proceed against Guarantor for performance or payment of any of the Obligations whether or not Buyer has proceeded against Seller or any other obligor primarily or secondarily obligated with respect to any of the Obligations, has resorted to any property securing any of the Obligations or any obligation hereunder, or has pursued any other remedy. d. As between Buyer and Guarantor, any amounts received by Buyer from whatsoever source on account of any Obligation (arising by whatever means) may be applied by Buyer toward the payment of any Obligation then due and payable, in full, notwithstanding that such order of application as Buyer may from time to time prior thereto the Seller may be free from elect; and, notwithstanding any Obligations. (c) No payment performance or payments made by or for the Selleraccount of Guarantor pursuant to this Guaranty, Guarantor will not be subrogated to any rights of Buyer until such time as Buyer has received performance and payment in full of all of the GuarantorsObligations and performance of all obligations of Guarantor hereunder. Without limiting the generality of the foregoing, any other guarantor or any other Person or received or collected by the Guarantor agrees and acknowledges that if Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application is required at any time to return all or from time any part of any payment applied by Buyer to time in reduction of or in the payment of the Obligations shall or any costs or expenses covered by this Guaranty, whether by virtue of the insolvency, bankruptcy, or reorganization of the Seller or otherwise, the Obligations to which the returned payment was applied will be deemed to modifyhave continued in existence and this Guaranty will continue to be effective or to be reinstated, reduceas the case may be, release or otherwise affect the liability as to such Obligations, as though such payment had not been received and such application by Buyer had not been made. e. Guarantor hereby expressly waives: (i) notice of the Guarantors hereunder which shallacceptance by Buyer of this Guaranty; (ii) notice of the existence, notwithstanding creation, release, compromise, extension, alteration, modification, non-performance, or non-payment of any such payment or all of the Obligations; (iii)presentment, demand, notice of dishonor, protest, and all other notices whatsoever; and (iv) all diligence in collection of or realization upon any payments other than payments made by the Guarantors in respect on, or assurance of performance of, any of the Obligations or payments received any obligation hereunder, or collected from the Guarantors in respect collection on, realization upon, or protection of any security for, or guaranty of, any of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)or any obligation hereunder. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) The Guarantors herebythe principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) any other sums which may be paid or incurred by become due under the Buyer in enforcing any rights with respect to, or collecting, any or all terms and provisions of the Obligations and/or enforcing any rights with respect to, or collecting againstNotes, the Guarantors under this Guaranty. This Guaranty shall remain in full force Note Agreement or any other instrument referred to therein) and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No the performance of all other obligations of the Company under the Note Agreement, all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or payments made by contingent upon any attempt to collect from the SellerCompany or any other guarantor of the Notes (including, the Guarantorswithout limitation, any other guarantor Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the holders entitled thereto, upon demand of a holder, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including reasonable attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all reasonable expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the GuarantorsNotes, any other guarantor the Note Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any action or proceeding other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement. Notwithstanding the foregoing provisions or any set-off or appropriation or application other provision of this Guaranty Agreement, the holders (on behalf of themselves and their successors and assigns) and each Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any Guarantor or from time to time in reduction of or in payment of the Obligations any holder and shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made have been automatically consented to by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.each

Guaranty. The undersigned party (athe "Guarantor") The Guarantors herebyunconditionally guarantees the performance of all obligations of Remy Mexico Holdings, unconditionally S. de ▇.▇. de C.V., its indirect wholly-owned subsidiary, and irrevocablyits permitted successors and assigns ("DR Investor"), under that certain Partnership Agreement (herein so called) dated as of April 17, 1997, by and between DR Investor and GCID Autopartes, S.A. de C.V. ("JF Investor"), to each of the parties to whom such obligations are or may be owed; provided, however, that Guarantor does not guarantee any debt or other -------- ------- obligations of the Company (as the "Company" is defined in the Partnership Agreement.), including, but not limited to, any bank debt (whether principal or interest) owed by the Company, Debt Contributions (whether principal or interest) (as defined in the Partnership Agreement) owed by the Company to any of the Partners, debt (whether principal or interest) owed by the Company arising from the put and call provisions of the Partnership Agreement or the Company's payment of dividends (whether declared or not). Such guaranty is irrevocable until such obligations are performed in full irrespective of (i) any modifications of or amendments to the Buyer Partnership Agreement, (ii) the bankruptcy or insolvency of DR Investor, (iii) any change in the time, manner or place of performance of all or any of the obligations of DR Investor guaranteed hereby or (iv) any release or amendment or waiver of or consent to departure from all or any of the obligations of DR Investor guaranteed hereby. Guarantor waives all requirements for notice or demand which may lawfully be waived in the State of New York. This Guaranty is an absolute, continuing, guaranty of performance and its successorsnot a guaranty of collection; no beneficiary of this Guaranty shall be required to ▇▇▇ or exhaust any remedies against DR Investor prior to making a demand hereunder. In accordance with Section 5-1401 of the General Obligations Law of the State of New York, indorsees, transferees and assigns the prompt and complete payment and performance this Guaranty shall be governed by the Seller when due laws of the State of New York, USA, without giving effect to the provisions, policies or principles thereof relating to conflict of laws. Guarantor further agrees to pay to each beneficiary of this Guaranty any and all reasonable costs and expenses (whether at including court costs and reasonable attorneys' fees) incurred by such beneficiary in the stated maturitypreservation or enforcement of its rights and remedies hereunder, provided that it is ultimately determined (by acceleration the parties, and arbitral tribunal, a court or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such beneficiary is entitled to payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly by Guarantor. DELCO REMY INTERNATIONAL, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.Chief Operating Officer SCHEDULE l Licensed Products -----------------

Guaranty. (a) The Guarantors herebyEach Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably, guarantee irrevocably guarantees to the Buyer and its successorsHolders the due, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller Company of the principal of, Make-Whole Amount, if any, and interest on (including interest accruing or EXHIBIT 1.2(a)(ii) becoming owing subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company), and each other amount due under, the Notes and the Note Purchase Agreement, when and as the same shall become due and payable (whether at the stated maturity, maturity or by acceleration required or optional prepayment or by declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and the amounts payable by the Company under the Note Documents (including any reasonable attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations. (b) The Guarantors further agree ”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, each Guarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and all owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses (of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, all the reasonable fees and disbursements expenses of counsel) which may be paid or incurred by . Notwithstanding the Buyer in enforcing any rights foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to, or collecting, to any or all Guarantor that entering into this Guaranty would violate Section 548 of the Obligations and/or enforcing United States Bankruptcy Code or any rights with respect tocomparable provisions of any state law, or collecting against, the Guarantors in which case such Guarantor shall be liable under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable only for the Obligations amounts aggregating up to the maximum liability largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at United States Bankruptcy Code or any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or comparable provisions of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullstate law.

Guaranty. Subject to this Article 8, the Guarantor hereby unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) The Guarantors herebythe principal of and interest on the Notes shall be promptly paid in full when due, unconditionally whether at maturity, by acceleration, redemption or otherwise, and irrevocablyinterest on the overdue principal of and interest on the Notes, guarantee if any, if lawful, and all other obligations of the Issuers to the Buyer Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and its successorsthereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller that same shall be promptly paid in full when due (or performed in accordance with the terms of the extension or renewal, whether at the stated maturity, by acceleration or otherwise) . Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Obligations. (b) The Guarantors further agree validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to pay enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. Subject to Section 5.6 hereof, the Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all expenses (includingdemands whatsoever and covenant that this Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, without limitationthe Guarantor or any custodian, all reasonable fees and disbursements of counsel) which may be paid trustee, liquidator or incurred by other similar official acting in relation to either the Buyer in enforcing any rights with respect to, Issuers or collectingthe Guarantor, any amount paid by either to the Trustee or all of the Obligations and/or enforcing any rights with respect tosuch Holder, or collecting against, the Guarantors under this Guaranty. This Guaranty , to the extent theretofore discharged, shall remain be reinstated in full force and effect effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, as between the Obligations are paid in fullGuarantor, notwithstanding that from time to time prior thereto on the Seller one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be free from any Obligations. (c) No payment or payments made by accelerated as provided in Article 5 hereof for the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue purposes of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shallthis Guaranty, notwithstanding any stay, injunction or other prohibition preventing such payment or payments other than payments made by the Guarantors acceleration in respect of the Obligations obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 5 hereof, such obligations (whether or payments received or collected from not due and payable) shall forthwith become due and payable by the Guarantors in respect of the Obligations, remain liable Guarantor for the Obligations up to the maximum liability purpose of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. The Guarantor, hereby absolutely, unconditionally and irrevocably (a) The Guarantors herebyguarantees, unconditionally as primary obligor and irrevocablynot merely as surety, guarantee the due and prompt payment, at any time and from time to the Buyer time as and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) ), of all obligations and liabilities of the Debtor under or in respect of the Senior Subordinated Notes, the Securities Purchase Agreement and the other Transaction Documents, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due, and including interest accruing after the filing of a petition or commencement of a case by or with respect to the Debtor seeking relief under any Bankruptcy Law, whether or not the claim for such interest is allowed in such proceeding (all obligations and liabilities described in this clause (a), collectively, the “Guaranteed Obligations. ”), and (b) The Guarantors further agree agrees to pay any and all expenses (including, without limitation, all the reasonable fees and disbursements expenses of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect counsel to, and reimburse upon demand all costs and expenses incurred or collectingpaid by, the Guaranteed Party in connection with any amendments, modifications or all waivers of the Obligations and/or enforcing provisions of this Agreement and the other Transaction Documents and in connection with any rights with respect tosuit, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding to enforce or protect any set-off of its rights hereunder or appropriation under any other Transaction Document. The Guarantor further agrees that all or application at any time or from time to time in reduction of or in payment part of the Guaranteed Obligations shall may be deemed to modifyincreased, reduceextended, release substituted, amended, renewed or otherwise modified by means of an agreement with the Debtor or a waiver or accommodation granted by the Guaranteed Party, without notice to or consent from the Guarantor, and such actions shall not affect the liability of the Guarantors hereunder which shallGuarantor hereunder. Without limiting the generality of the foregoing, notwithstanding any such payment or payments other than payments made the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Guarantors in respect of Debtor to the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable Guaranteed Party but for the Obligations up fact that they are unenforceable or not allowable due to the maximum liability existence of a proceeding with respect to any Bankruptcy Law involving the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Debtor. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. In consideration of Green Plains Ethanol Storage LLC (“Beneficiary”) agreeing at the request of Green Plains Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Guarantor”) to enter into and execute that certain Ethanol Storage and Throughput Agreement, dated , 2015 (the “Agreement”) with Green Plains Trade Group LLC (“Obligor”), Guarantor does hereby guarantee to Beneficiary, irrevocably and unconditionally, except as set forth in this Guaranty, the payment, upon Beneficiary’s demand, by Obligor of all obligations of Obligor to Beneficiary under the Agreement, whether now in existence or hereafter arising (the “Guaranteed Obligation”). Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation to which it may apply, and, except as provided in this Guaranty, waives presentment, demand for payment, protest, notice of dishonor, non-payment or non-performance of any such obligation, suit or the taking of other action by Beneficiary against, and any other notice to, Obligor, Guarantor or others. Beneficiary may at any time and from time to time without notice or consent of Guarantor (a) The Guarantors herebyagree with Obligor to make any change in, unconditionally and irrevocablyor amend, guarantee to the Buyer and its successorsterms of any Guaranteed Obligation, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree take or fail to pay take any and all expenses action in respect of any security for any Guaranteed Obligation, (including, without limitation, all reasonable fees and disbursements of counselc) which may be paid exercise or incurred by the Buyer in enforcing refrain from exercising any rights with respect toagainst Obligor or others under the Agreement, or collecting(d) compromise or subordinate any Guaranteed Obligation, including any security therefor, with the assurance that the obligation of Guarantor to Beneficiary will not be impaired or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guarantycompromised beyond that which is ultimately agreed to between Beneficiary and Obligor. This Guaranty guaranty shall remain continue in full force and effect until the Obligations are paid date of termination of the Guaranteed Obligation. It is understood, however, that notwithstanding any such expiration or termination taking effect, this Guaranty shall continue in fullfull force and effect with respect to any Guaranteed Obligation guaranteed hereunder which have been incurred, notwithstanding arise or otherwise relate to any period prior to such expiration or termination becoming effective. Guarantor further agrees that from time this Guaranty shall continue to time prior thereto be effective or be reinstated, as the Seller case may be free from any Obligations. (c) No payment or payments made by the Sellerbe, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application if at any time the payment, or from time any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be reinstated or returned due to time in reduction bankruptcy or insolvency laws or otherwise. This Guaranty is one of or in payment and not one of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any collection. Beneficiary may make written demand directly on Guarantor for such payment upon default by Obligor of any Guaranteed Obligation. In addition, Guarantor, upon demand, will reimburse Beneficiary for reasonable attorney fees necessarily incurred by Beneficiary in collection of payments or payments other than payments made enforcement of performance hereunder. Except as to applicable statutes of limitation, delay by the Guarantors Beneficiary in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it making demand will notify the Buyer in writing that such payment is made not alter Guarantor’s obligation under this Guaranty and Beneficiary will not be required to exhaust any remedies it may have against Obligor. Notices and demands are to be made (i) via personal delivery, express courier or certified mail, postage prepaid and return receipt requested, with such method of delivery effective upon receipt, or (ii) via electronic mail, with such method of delivery effective upon confirmation of receipt (but only if followed by transmittal by personal delivery or express courier for such purpose. (e) Each delivery on the next business day). Any notice to Guarantor shall or demand on Guarantor must be jointly and severally liable made to the Buyer for all obligations following address, to the attention of General Counsel; Green Plains Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD TO ANY CONFLICT OF LAWS DOCTRINE WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEBRASKA AND TO FEDERAL COURTS LOCATED WITHIN THE COUNTY OF ▇▇▇▇▇▇▇ IN THE CITY OF OMAHA. EACH OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH OF GUARANTOR AND BENEFICIARY (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT GUARANTOR AND BENEFICIARY, AS APPLICABLE, HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. No term of provision of this Guaranty may be waived, amended, supplemented or otherwise modified except in a writing signed by Guarantor and Beneficiary. This Guaranty embodies the entire terms of the Guarantors hereunderguaranty of payment by Guarantor to Beneficiary for the Guaranteed Obligation, superseding any related prior understandings or agreements. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other GuarantorThis Guaranty is executed effective as of , (b) waive any defense to their obligations under this Guaranty2015. Atkinson & O’Neill, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other GuarantorNebraska 9.38 2.074 363,000 Bluffton, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.Indiana 27.90 3.000 ▇▇▇,▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ 22.75 2.250 300,000 Fairmont, Minnesota 21.56 3.124 275,000 Lakota, Iowa 18.75 2.500 300,000 Obion, Tennessee 27.96 3.000 ▇▇▇,▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ 11.00 1.550 150,000 Otter Tail, Minnesota 9.75 2.000 250,000 Riga, Michigan 13.95 1.239 190,000 Shenandoah, Iowa 15.11 1.524 150,000 Superior, Iowa 11.10 1.238 ▇▇▇,▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 23.29 3.124 280,000

Guaranty. (a) The Guarantors herebyFor and in consideration of the consummation of the Asset Purchase as set forth herein, Parent hereby unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns irrevocably guarantees the prompt and complete payment satisfaction and performance of Vuance’s obligations hereunder, in strict accordance with the terms of this Agreement. If Vuance does not perform its obligations in strict accordance with the terms of this Agreement, Parent shall promptly perform and satisfy Vuance’s obligations on behalf of Vuance or cause Vuance to promptly perform such obligations. Parent waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof, to the extent permitted by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors Law. Parent’s liability under this Guarantyguaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of this Agreement. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time Parent waives any right to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor require WidePoint to proceed against Vuance or any other Person or received or collected by the Buyer from the Seller, the Guarantors, pursue any other guarantor remedy in WidePoint’s power whatsoever. WidePoint may, at its election, exercise or decline or fail to exercise any other Person by virtue of right or remedy it may have against Vuance without affecting or impairing in any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect way the liability of the Guarantors hereunder which shall, notwithstanding Parent hereunder. Parent waives any such payment defense arising by reason of any disability or payments other than payments made defense of Vuance or by the Guarantors in respect reason of the Obligations or payments received or collected cessation from the Guarantors in respect any cause whatsoever of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such dateVuance. Parent waives any setoff, the “Expiration Date”). (d) Each Guarantor agrees defense or counterclaim that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunderVuance may have against WidePoint. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive Parent waives any defense to their obligations under this Guaranty, based upon or arising out of the disability absence, impairment or other defense or cessation of liability of one Guarantor versus the other or loss of any right of reimbursement or subrogation or any other Guarantorrights against Vuance. Until all of the obligations of Vuance have been performed in full and to the complete satisfaction of WidePoint, and (c) waive any Parent shall have no right of subrogation or ability reimbursement for claims arising out of or in connection with this Agreement or other rights against Vuance, and Parent waives any right to proceed enforce any remedy that WidePoint now has or may hereafter have against Vuance. Parent waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this guaranty. Parent assumes the responsibility for being and keeping itself informed of the financial condition of Vuance and of all other circumstances bearing upon the risk of nonperformance of any Person until all amounts owed obligation of Vuance, including but not limited to Buyer any indemnity obligation, warrants to WidePoint that it will keep so informed, and agrees that absent a request for particular information by Guarantors pursuant Parent, WidePoint shall have no duty to this Guaranty are paid in fulladvise Parent of information known to WidePoint regarding such condition or any such circumstances.

Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder, the (a) The Guarantors herebydue and punctual payment in full of (i) the principal of, unconditionally Make-Whole Amount, if any, and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses interest on (including, without limitation, all reasonable fees interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and disbursements of counselany other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (ii) any other sums which may be paid become due under the terms and provisions of the Notes, the Note Agreement or incurred by any other instrument referred to therein) and (b) the Buyer in enforcing any rights with respect to, or collecting, any or performance of all of the Obligations and/or enforcing Company’s obligations under the Note Agreement, all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any rights with respect toattempt to collect from the Company or any other guarantor of the Notes (including, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantorswithout limitation, any other guarantor Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other Person or received or collected by the Buyer instrument referred to therein, together with all expenses resulting from the Sellercompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the GuarantorsNotes, any other guarantor the Note Agreement or any other Person by virtue instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of other Person(s) who may guarantee the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors obligations and Indebtedness under and in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full Notes and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”)Note Agreement. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors Guarantor hereby, unconditionally and irrevocably, guarantee guarantees to the Buyer Lender and its successors, indorsees, transferees and assigns assigns, the prompt and complete payment and performance by the Seller Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors Guarantor further agree agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer Lender in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Except for payments required to be made by the Guarantor hereunder, no other payments affect the Guarantor=s liability under the Guaranty. No payment or payments made by the SellerBorrowers, the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Buyer Lender from the SellerBorrowers, the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors Guarantor in respect of the Obligations or payments received or collected from the Guarantors Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors Guarantor hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such dateterminated, subject to the “Expiration Date”)provisions of Section 9 hereof. (d) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer Lender on account of its liability hereunder, it will notify the Buyer Lender in writing that such payment is made under this Guaranty for such purpose. (e) Each . No payments made by the Guarantor to the Borrowers shall be jointly and severally liable to applied towards the Buyer Obligations except for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under those payments required by this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. MRCC and Bedminster (a) The Guarantors herebycollectively, unconditionally the "Guarantors"), on an absolute, unconditional and irrevocablycontinuing basis, guarantee each hereby guarantees to the Buyer LGAF, and its successorssuccessors and assigns, indorseesand participants and guarantors, transferees that CAHC shall timely, fully and assigns the prompt completely pay, perform and complete payment and performance by the Seller when due (whether at the stated maturitydischarge all Put Option Obligations of CAHC under this Agreement, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, 1) all Put Option Obligations that relate to or arise from the Puts and/or the Bonds, 2) all costs, reasonable attorneys' fees and disbursements of counsel) which may be other expenses paid or incurred by LGAF to enforce the Buyer in enforcing terms of or collect any rights sums under this Agreement upon an Event of Default by CAHC, and/or 3) all renewals and extensions thereof (the "Guaranty"). Pursuant thereto, MRCC and Bedminster absolutely, unconditionally and continuously agree, promise and covenant that, upon an Event of Default, MRCC and Bedminster, upon demand by LGAF and without further notice of dishonor and without any notice with respect toto any matter or occurrence having been given to CAHC previous to any such demand, shall immediately pay, perform and/or discharge completely and fully any and all such Put Option Obligations. Each of MRCC, Bedminster and LGAF hereby confirms that it is the intention of all such persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Title 11, U.S. Code, or collecting, any similar federal or all state law for the relief of the Obligations and/or enforcing any rights with respect to, or collecting againstdebtors ("Bankruptcy Law"), the Guarantors Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, LGAF, MRCC and Bedminster hereby irrevocably agree that the obligations of each Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up limited to the maximum liability amount as will result in the obligations of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purposenot constituting a fraudulent transfer or conveyance. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.

Guaranty. (a) The Guarantors herebyGuarantor irrevocably and unconditionally guarantees (the “Guaranty”) to Seller the full and timely payment by Buyer of any amounts payable to Seller or its Affiliates by Buyer or its Affiliates under this Agreement, unconditionally including the Purchase Price and irrevocablythe Termination Fee, guarantee in each case, as required to be paid pursuant and subject to the Buyer terms and conditions of this Agreement (the “Obligations”). The Obligations shall expire and shall be of no further force and effect upon the payment of the Purchase Price or the Termination Fee in accordance with this Agreement. (b) Guarantor hereby represents and warrants to Seller as of the date hereof and as of the Closing as follows: (i) Guarantor has all requisite power and authority to enter into this Agreement and to perform its successors, indorsees, transferees obligations under this Agreement. The execution and assigns delivery of this Agreement and the prompt and complete payment and performance by Guarantor of its obligations under this Agreement have been duly authorized by all necessary action on the Seller when due part of Guarantor. This Agreement has been duly executed and delivered by Guarantor and constitutes the valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject, as to enforcement, to (whether at A) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (B) general principles of equity; and (ii) The execution and delivery of this Agreement does not, and the stated maturityperformance by Guarantor of its obligations under this Agreement will not, (A) conflict with, or result in any violation or breach of, any provision of the organizational documents of Guarantor, (B) conflict with or violate any Law applicable to the Guarantor or (C) require any material notices, reports or other filings by acceleration Guarantor with, nor any material consents by any Governmental Entity, except for any notice, report or otherwise) other filing by Guarantor with, or any consent by, any Governmental Entity where the failure to make such notice, report or other filing with, or obtain such consent of, such Governmental Entity would not, individually or in the aggregate, reasonably be expected to impair or delay Guarantor’s performance of the Obligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment Guarantor shall not assign its rights, interests or payments made by the Seller, the Guarantors, any other guarantor or obligations hereunder to any other Person or received or collected by without the Buyer from the prior written consent of Seller, the Guarantors, any other guarantor or any other Person by virtue . Any attempted assignment in violation of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations this Section 8.18(c) shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until both the Obligations are paid in full null and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereundervoid. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in full.[Signature Page Follows]

Guaranty. (ai) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to Collateral Agent, for the Buyer benefit of the Collateral Agent and its the Purchasers and their respective successors, indorseesendorsees, transferees and assigns assigns, the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (bii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of the Purchasers. (iv) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer guaranty contained in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty Section 2 shall remain in full force and effect until all the Obligations are paid and the obligations of each Guarantor under the guaranty contained in fullthis Section 2 shall have been satisfied by indefeasible payment in full (other than inchoate indemnity obligations or indemnification obligations for which no claim or demand for payment, notwithstanding that from time whether oral or written has been made at such time). Notwithstanding the foregoing and for the avoidance of doubt, upon payment in full (other than inchoate indemnity obligations or indemnification obligations for which no claim or demand for payment, whether oral or written has been made at such time), this Guaranty shall automatically terminate, and the Collateral Agent shall at the Guarantors’ sole cost and expense, execute and deliver to time prior thereto the Seller may be free from Guarantors such documents as the Guarantors shall reasonably request to evidence such termination, all without any Obligationsrepresentation, warranty or recourse whatsoever. (cv) No payment or payments made by the SellerCompany, any of the Guarantors, any other guarantor or any other Person or received or collected by the Buyer Collateral Agent or the Purchasers from the SellerCompany, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors any Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by the Guarantors such Guarantor in respect of the Obligations or payments any payment received or collected from the Guarantors such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantors such Guarantor hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g., the issuance of the Company’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company’s failure to perform such Obligations in accordance with the Transaction Documents.

Guaranty. (a) The Guarantors hereby, Guarantor unconditionally and irrevocably, guarantee irrevocably guarantees to the Buyer and its successorsHolders the due, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller Issuer of the principal of, breakage costs, if any, and interest on, and each other amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at the stated maturity, maturity or by required or optional prepayment or by acceleration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and the amounts payable by the Issuer under the Note Documents, and all other monetary obligations of the Issuer thereunder (including any attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations. (b) The Guarantors further agree ”). This Guaranty is a guaranty of payment and not just of collectability and is in no way conditioned or contingent upon any attempt to collect from the Issuer or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Issuer shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, the Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and all owing from the Issuer. The Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses (of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, all the reasonable fees and disbursements expenses of counsel) which may be paid or incurred by . Notwithstanding the Buyer in enforcing any rights foregoing, the right of recovery against the Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to, or collecting, to any or all Guarantor that entering into this Guaranty would violate Section 548 of the Obligations and/or enforcing United States Bankruptcy Code or any rights with respect tocomparable provisions of any state law, or collecting against, the Guarantors in which case such Guarantor shall be liable under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable only for the Obligations amounts aggregating up to the maximum liability largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guarantors hereunder until both the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (d) Each Guarantor agrees that whenever, at United States Bankruptcy Code or any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or comparable provisions of any other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by Guarantors pursuant to this Guaranty are paid in fullstate law.