Guaranty. [[Borrower:Organization]] IntermediateCo, Inc., a Delaware corporation (the “Guarantor”), shall guaranty the repayment of the Loans. Upon the Bank’s request, Guarantor contemporaneously herewith or hereafter shall execute and deliver to the Bank a guaranty (the “Guaranty”) and other documents (the “Guaranty Documents”) which shall secure repayment of the Loans and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank described therein (hereinafter referred to collectively as the “Obligations”). In the event that any direct or indirect subsidiary of the Borrower becomes a Material Subsidiary (either individually or collectively when evaluated with other subsidiaries of the Borrower), the Borrower will notify the Bank and cause such subsidiary to join such Guaranty of the Obligations. As used herein, the term “Material Subsidiary” means, at any date, # in respect of any individual direct or indirect subsidiary of the Borrower for which # the assets of such subsidiary are greater than 10.0% of the total assets of [[Borrower:Organization]] Holdings, Inc. and its subsidiaries on a consolidated basis, or # the consolidated EBITDA of such subsidiary is greater than 10.0% of the consolidated EBITDA of [[Borrower:Organization]] Holdings, Inc. and its subsidiaries on a consolidated basis for the most recently ended twelve (12) calendar month period prior to such date, or # in respect of the collective direct and indirect subsidiaries of the Borrower which are not Guarantors for which # the assets of all such subsidiaries are greater than 20.0% of the total assets of [[Borrower:Organization]] Holdings, Inc. and its subsidiaries on a consolidated basis, or # the consolidated EBITDA of all such subsidiaries is greater than 20.0% of the consolidated EBITDA of [[Borrower:Organization]] Holdings, Inc. and its subsidiaries on a consolidated basis for the most recently ended twelve (12) calendar month period prior to such date.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to the Lender Parties the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of the Lender Parties in connection with the Guaranteed Obligations. 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 indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender Parties under the Credit Agreement and Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the 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 Cody (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. Each Guarantor hereby promises to pay and perform all such Guaranteed Obligations immediately upon demand of the Administrative Agent and the Lenders or any one or more of them at maturity or upon an Event of Default. All payments made hereunder shall be made by each Guarantor in immediately available funds in United States Dollars and shall be made without setoff, counterclaim, withholding, or other deduction of any nature, except as may otherwise be required by Law.

GUARANTY. From and after the Execution Date (as such term is defined under the Sublease), Guarantor absolutely, unconditionally and irrevocably guarantees, as principal obligor and not merely as surety, to Sublessor, the full, timely and unconditional payment and performance, of the Guaranteed Obligations strictly in accordance with the terms of the Sublease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a Guaranty of payment and performance and not merely of collection. Guarantor agrees that Guarantor is primarily liable for and responsible for the payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Sublease which are to be observed or performed by Sublessee, the same as if Guarantor was named therein as Sublessee with joint and several liability with Sublessee, and any remedies that Sublessor has under the Sublease against Sublessee shall apply to Guarantor as well. If Sublessee defaults in any Guaranteed Obligation under the Sublease, Guarantor shall in lawful money of the United States, pay to Sublessor on demand the amount due and owing under the Sublease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Sublease. If Guarantor is a natural person, it is expressly agreed that this Guaranty shall survive the death of such guarantor and shall continue in effect. The obligations of Guarantor under this Guaranty are independent of the obligations of Sublessee or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or enforceability of the Sublease, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Sublessee) relating to this Guaranty or the obligations or liabilities of Guarantor hereunder or otherwise with respect to the Sublease or to Sublessee. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Sublessee) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Sublease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of the Sublessor and Guarantor with respect to the Guaranteed Obligations, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor under this Guaranty shall be continuing and irrevocable # during any period of time when the liability of Sublessee under the Sublease continues, and # until all of the Guaranteed Obligations have been fully discharged by payment, performance or compliance. If at any time all or any part of any payment received by Sublessor from Sublessee or Guarantor or any other person under or with respect to the Sublease or this Guaranty has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Sublessee, its estate, trustee, receiver or any other party, including as a result of the insolvency, bankruptcy or reorganization of Sublessee or any other party (an “Invalidated Payment”), then Guarantor’s obligations under this Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any manner by whether Sublessee may be liable, with respect to the Guaranteed Obligations individually, jointly with other primarily, or secondarily.

Guaranty. To induce the Sellers to enter into this Agreement and the other Ancillary Agreements, which will provide substantial benefit to Guarantor, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Sellers, as an independent continuing obligation, the prompt and complete payment of each and every obligation of the Buyer under this Agreement, when and as due, as primary obligor and not merely as surety, for the benefit of each of the Sellers.

Guaranty. To include Sellers to enter into the Purchase Agreement and this Agreement, which will provide substantial benefit to Guarantor, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Sellers, as an independent continuing obligation, the prompt and complete payment of each and every obligation of the Buyer under this Agreement, when and as due, as primary obligor and not merely as surety, for the benefit of each of the Sellers.

Guaranty. (a) Any guaranty of any Secured Obligations terminates or ceases for any reason to be in full force and effect other than pursuant to the express terms thereof; # any Guarantor does not perform any obligation or covenant under any guaranty of the Secured Obligations; # any circumstance described in [Sections 8.3, 8.4, 8.5, 8.7, or 8.8]8]8]8]8] occurs with respect to any Guarantor, # the death, liquidation, winding up, or termination of existence of any Guarantor to the extent not permitted in this Agreement or the other Loan Documents; or # a material impairment in the perfection or priority of Bank’s Lien in the Collateral provided by Guarantor or in the value of such Collateral;

Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; # any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; # any circumstance described in [Sections 7.3, 7.4, 7.5, 7.6, 7.7, or 7.8]8]8]8]8] of this Agreement occurs with respect to any Guarantor, # the death, liquidation, winding up, or termination of existence of any Guarantor; or (e)(i) a material impairment in the perfection or priority of Agent’s Lien in the collateral provided by Guarantor or in the value of such collateral or # a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor; or

Guaranty. (a) Any Guaranty terminates or ceases for any reason to be in full force and effect; # any Guarantor does not perform any obligation or covenant under any Guaranty; # any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.88] occurs with respect to any Guarantor, or # the liquidation, winding up, or termination of existence of any Guarantor;

Guaranty. Each Guarantor, jointly and severally with the other Guarantors, hereby absolutely, irrevocably and unconditionally guarantees, as a guaranty of payment and performance and not a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all out-of-pocket costs, reasonable and documented attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under [Section 10.10]) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby, to the extent permitted by applicable Law, waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.