Guaranty          ***Section 1 Guaranty***          (a) To induce the Lenders to make the Loans and the Issuing Lenders to issue Letters ofCredit:               (i) Each Guarantor, other than the Company, hereby absolutely, unconditionally and irrevocablyguarantees, as primary obligor and not merely as surety, the full and punctual payment when due,whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwisein accordance herewith or any other Loan Document, of all the (x) Payment Obligations and (y)Designated Eligible Obligations, in each case, whether or not from time to time reduced orextinguished or hereafter increased or incurred, whether or not recovery may be or hereafter maybecome barred by any statute of limitations, whether or not enforceable as against the Obligor,whether now or hereafter existing, and whether due or to become due, including principal, interest(including interest at the contract rate applicable upon default accrued or accruing after thecommencement of any proceeding under the Bankruptcy Code, whether or not such interest is anallowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes aguaranty of payment and not of collection.               (ii) The Company, as a Guarantor, hereby absolutely, unconditionally and irrevocablyguarantees, as primary obligor and not merely as surety, the full and punctual payment when due,whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwisein accordance herewith or any other Loan Document, of all the (x) Payment Obligations owed by anyBorrower (other than the Company) and (y) Designated Eligible Obligations, in each case, whether ornot from time to time reduced or extinguished or hereafter increased or incurred, whether or notrecovery may be or hereafter may become barred by any statute of limitations, whether or notenforceable as against the Obligor, whether now or hereafter existing, and whether due or to becomedue, including principal, interest (including interest at the contract rate applicable upon defaultaccrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether ornot such interest is an allowed claim in such proceeding), fees and costs of collection. ThisGuaranty constitutes a guaranty of payment and not of collection.          For purposes of this Guaranty, (a) the term “*Obligations*” shall mean (i) in the case of theCompany, the Payment Obligations owed by any Borrower (other than the Company) and the DesignatedEligible Obligations and (ii) in the case of each other Guarantor, the Payment Obligations and theDesignated Eligible Obligations (other than any Designated Eligible Obligations of such Guarantor),and (b) the term “*Obligor*” shall mean (i) in the case of Payment Obligations, the Borrowers and(ii) in the case of any Designated Eligible Obligations, the Company or any Subsidiary of theCompany that is obligated thereunder. “*Pay in full,*” “*paid in full*” or “*payment in full*” shallmean, with respect to the Obligations, the payment in full in cash of the principal of, accrued(but unpaid) interest and premium, if any, on all such Obligations and, with respect to letters ofcredit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respectthereof in compliance with the terms thereof, in each case, after or concurrently with terminationof all Commitments thereunder and payment in full in cash of anyother Obligations that are due and payable at or prior to the time such principal and interestare paid.          (b) Each Guarantor further agrees that, if (i) any payment made by any Obligor that is appliedto the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared tobe fraudulent or preferential or otherwise required to be refunded or
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Guarantyrepaid, or (ii) the proceedsof Collateral that are applied to the Obligations are required to be returned by any GuarantiedParty to such Obligor, its estate, trustee, receiver or any other party, including any Guarantor,under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent ofsuch amount required to be refunded, repaid or returned, any such Guarantor’s liability hereunder(and any Lien or other Collateral securing such liability) shall be and remain in full force andeffect, as fully as if such payment or proceeds had never been made or received. If, prior to anyof the foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or otherCollateral securing such Guarantor’s liability hereunder shall have been released or terminated byvirtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shallbe reinstated in full force and effect, and such prior cancellation or surrender shall notdiminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor inrespect of the amount of such payment (or any Lien or other Collateral securing such obligation).          ***Section 2 Limitation of Guaranty***          Any term or provision of this Guaranty or any other Loan Document to the contrarynotwithstanding, the maximum aggregate amount of the Obligations for which any Subsidiary Guarantorshall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor can beliable without rendering this Guaranty or any other Loan Document, as it relates to such SubsidiaryGuarantor, subject to avoidance under applicable law relating to fraudulent conveyance orfraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable provisions ofcomparable state law) (collectively, “*Fraudulent Transfer Laws*”), in each case after giving effect(a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that arerelevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities ofsuch Subsidiary Guarantor in respect of intercompany Indebtedness to any Obligor to the extent thatsuch Indebtedness would be discharged in an amount equal to the amount paid by such SubsidiaryGuarantor hereunder) and (b) to the value as assets of such Subsidiary Guarantor (as determinedunder the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation,contribution, reimbursement, indemnity or similar rights held by such Subsidiary Guarantor pursuantto (i) applicable Requirements of Law, (ii) *Section 3 (Contribution)*of this Guaranty or (iii) anyother Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantorand other Subsidiaries or Affiliates of the Company of obligations arising under this Guaranty orother guaranties of the Obligations by such parties.          ***Section 3 Contribution***          To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion ofthe Obligations exceeding the greater of (a) the amount of the economic benefit actually receivedby such Subsidiary Guarantor from the Loans and (b) the amount such Subsidiary Guarantor wouldotherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Obligations(excluding the amount thereof repaid by the Obligors in the same proportion as such SubsidiaryGuarantor’s net worth at the date enforcement is soughthereunder bears to the aggregate net worth of all the Subsidiary Guarantors at the dateenforcement is sought hereunder), then such Guarantor shall be reimbursed by such other SubsidiaryGuarantors for the amount of such excess, pro rata, based on the respective net worths of suchother Subsidiary Guarantors at the date enforcement hereunder is sought.
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Guaranty          ***Section 4 Authorization; Other Agreements***          The Guarantied Parties are hereby authorized, without notice to, or demand upon, anyGuarantor, which notice and demand requirements each are expressly waived hereby, and withoutdischarging or otherwise affecting the obligations of any Guarantor hereunder (which obligationsshall remain absolute and unconditional notwithstanding any such action or omission to act), fromtime to time, to do each of the following:          (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, orother terms relating to, the Obligations, or any part of them, or otherwise modify, amend or changethe terms of any promissory note or other agreement, document or instrument (including the otherLoan Documents) now or hereafter executed by the Obligors and delivered to the Guarantied Partiesor any of them, including any increase or decrease of principal or the rate of interest thereon (itbeing understood that no such supplement, renewal, extension, acceleration, change, modification oramendment relating to the Obligations, or such agreement, document or instrument, shall beeffective, except in accordance with the terms thereof);          (b) waive or otherwise consent to noncompliance with any provision of any instrumentevidencing the Obligations, or any part thereof, or any other instrument or agreement in respect ofthe Obligations (including the other Loan Documents) now or hereafter executed by the Obligors anddelivered to the Guarantied Parties or any of them;          (c) accept partial payments on the Obligations;          (d) receive, take and hold additional security or collateral for the payment of theObligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate,abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additionalsecurity or collateral;          (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept,substitute, release, exchange or otherwise alter, affect or impair any security or collateral forthe Obligations or any part of them or any other guaranty therefor, in any manner;          (f) add, release or substitute any one or more other guarantors, makers or endorsers of theObligations or any part of them and otherwise deal with any Obligor or any other guarantor, makeror endorser;          (g) apply to the Obligations any payment or recovery (x) from any Obligor, from any otherguarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor insuch order as provided herein, in each case whether such Obligations are secured or unsecured orguaranteed or not guaranteed by others;          (h) apply to the Obligations any payment or recovery from any Guarantor of the Obligations orany sum realized from security furnished by such Guarantor upon its indebtedness or obligations tothe Guarantied Parties or any of them, in each case whether or not such indebtedness or obligationsrelate to the Obligations; and          (i) refund at any time any payment received by any Guarantied Party in respect of anyObligation, and payment to such Guarantied Party of the amount so refunded shall be fullyguaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered(or any release or termination of any Collateral by virtue thereof), and such prior
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Guarantycancellation orsurrender shall not diminish, release, discharge, impair or otherwise affect the obligations of anyGuarantor hereunder in respect of the amount so refunded (and any Collateral so released orterminated shall be reinstated with respect to such obligations);even if any right of reimbursement or subrogation or other right or remedy of any Guarantor isextinguished, affected or impaired by any of the foregoing (including any election of remedies byreason of any judicial, non-judicial or other proceeding in respect of the Obligations that impairsany subrogation, reimbursement or other right of such Guarantor).          ***Section 5 Guaranty Absolute and Unconditional***          Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on anyobligations arising in connection with or in respect of any of the following and hereby agrees thatits obligations under this Guaranty are absolute and unconditional and shall not be discharged orotherwise affected as a result of any of the following:          (a) the invalidity or unenforceability of any Obligor’s obligations under the Credit Agreementor any other Loan Document or any other agreement or instrument relating thereto, or any securityfor, or other guaranty of the Obligations or any part of them, or the lack of perfection orcontinuing perfection or failure of priority of any security for the Obligations or any part ofthem;          (b) the absence of any attempt to collect the Obligations or any part of them from theObligors or other action to enforce the same;          (c) failure by any Guarantied Party to take any steps to perfect and maintain any Lien on, orto preserve any rights to, any Collateral;          (d) any Guarantied Party’s election, in any proceeding instituted under chapter 11 of theBankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;          (e) any borrowing or grant of a Lien by any Obligor, as debtor-in-possession, or extension ofcredit, under Section 364 of the Bankruptcy Code;          (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of anyGuarantied Party’s claim (or claims) for repayment of the Obligations;          (g) any use of cash collateral under Section 363 of the Bankruptcy Code;          (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcyproceeding;          (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for anyreason;          (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidationor dissolution proceeding commenced by or against any Obligor, any Guarantor or any of theCompany’s other Subsidiaries, including any discharge of, or bar or stay against collecting, anyObligation (or any part of them or interest thereon) in or as a result of any such proceeding;
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Guaranty          (k) failure by any Guarantied Party to file or enforce a claim against any Obligor or itsestate in any bankruptcy or insolvency case or proceeding;          (l) any action taken by any Guarantied Party if such action is authorized hereby;          (m) any election following the occurrence of an Event of Default by any Guarantied Party toproceed separately against the personal property Collateral in accordance with such GuarantiedParty’s rights under the UCC or, if the Collateral consists of both personal and real property, toproceed against such personal and real property in accordance with such Guarantied Party’s rightswith respect to such real property; or          (n) any other circumstance that might otherwise constitute a legal or equitable discharge ordefense of a surety or guarantor or any other obligor on any obligations, other than the payment infull of the Obligations.          ***Section 6 Waivers***          Each Guarantor hereby waives diligence, promptness, presentment, demand for payment orperformance and protest and notice of protest, notice of acceptance and any other notice in respectof the Obligations or any part of them, and any defense arising by reason of any disability orother defense of any Obligor. Each Guarantor shall not, until the Obligations are paid in full,assert any claim or counterclaim it may have against any Obligor or set off any of its obligationsto such Obligor against any obligations of such Obligor to it. In connection with the foregoing,each Guarantor covenants that its obligations hereunder shall not be discharged, except by paymentin full of the Obligations. Without limiting any of the foregoing, each Guarantied Party agreesthat prompt notice, to the extent required under any Loan Document, shall be given to the relevantGuarantor; *provided*, *however*, that failure to provide such notice shall not have any effect on anyof the rights and remedies of the Guarantied Parties, or the duties and obligations of theGuarantors, hereunder.          ***Section 7 Reliance***          Each Guarantor hereby assumes responsibility for keeping itself informed of the financialcondition of the Obligors and any endorser and other guarantor of all or any part of theObligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations,or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that noGuarantied Party shall have any duty to advise any Guarantor of information known to it regardingsuch condition or any such circumstances. In the event any Guarantied Party, in its solediscretion, undertakes at any time or from time to time to provide any such information to anyGuarantor, such Guarantied Party shall be under no obligation (a) to undertake any investigationnot a part of its regular business routine, (b) to disclose any information that such GuarantiedParty, pursuant to accepted or reasonable commercial finance or banking practices, wishes tomaintain confidential or (c) to make any other or future disclosures of such information or anyother information to any Guarantor.          ***Section 8 Waiver of Subrogation and Contribution Rights***          Until the Obligations have been paid in full, the Guarantors shall not enforce or otherwiseexercise any right of subrogation to any of the rights of the Guarantied Parties or any part ofthem against any Obligor or any right of reimbursement or contribution or similar right
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Guarantyagainst anyObligor by reason of this Agreement or by any payment made by any Guarantor in respect of theObligations.          ***Section 9 Subordination***          Each Guarantor hereby agrees that any Indebtedness of any Obligor now or hereafter owing toany Guarantor, whether heretofore, now or hereafter created (the “*Guarantor Subordinated Debt*”), ishereby subordinated to all of the Obligations to the extent set forth in this *Section 9*. From andafter the receipt by the Collateral Agent of a Notice of Actionable Default and prior to thewithdrawal of all pending Notices of Actionable Default, the Guarantor Subordinated Debt shall notbe paid in whole or in part until the Obligations have been paid in full and this Guaranty isterminated and of no further force or effect. No Guarantor shall accept any payment of or onaccount of any Guarantor Subordinated Debt at any time in contravention of the foregoing or theCredit Agreement. From and after the receipt by the Collateral Agent of a Notice of ActionableDefault and prior to the withdrawal of all pending Notices of Actionable Default, each Obligorshall pay to the Collateral Agent any payment of all or any part of the Guarantor Subordinated Debtand any amount so paid to the Collateral Agent shall be applied to payment of the Obligations asprovided in the Intercreditor Agreement. Each payment on the Guarantor Subordinated Debt receivedin violation of any of the provisions hereof shall be deemed to have been received by suchGuarantor as trustee for the Guarantied Parties and shall be paid over to the Collateral Agentimmediately on account of the Obligations, but without otherwise affecting in any manner suchGuarantor’s liability hereof. Each Guarantor agrees to file all claims against any Obligor in anybankruptcy or other proceeding in which the filing of claims is required by law in respect of anyGuarantor Subordinated Debt, and the Collateral Agent shall be entitled to all of such Guarantor’srights thereunder. If for any reason a Guarantor fails to file such claim at least ten BusinessDays prior to the last date on which such claim should be filed, such Guarantor hereby irrevocablyappoints the Collateral Agent as its true and lawful attorney-in-fact and is hereby authorized toact as attorney-in-fact in such Guarantor’s name to file such claim or, in the Collateral Agent’sdiscretion, to assign such claim to and cause proof of claim to be filed in the name of theCollateral Agent or its nominee. In all such cases, whether in administration, bankruptcy orotherwise, the person or persons authorized to pay such claim shall pay to the Collateral Agent thefull amount payable on the claim in the proceeding, and, to the full extent necessary for thatpurpose, each Guarantor hereby assigns to the Collateral Agent all of such Guarantor’s rights toany payments or distributions to which such Guarantor otherwise would be entitled. If the amountso paid is greater than such Guarantor’s liability hereunder, the Collateral Agent shall pay theexcess amount to the party entitled thereto. In addition, each Guarantor hereby irrevocablyappoints the Collateral Agent as its attorney-in-fact to exercise all of such Guarantor’s votingrights (other than in its capacity as a debtor or a debtor in possession) in connection with anybankruptcy proceeding or any plan for the reorganization of any Obligor.          ***Section 10 Default; Remedies***          The obligations of each Guarantor hereunder are independent of and separate from theObligations. If any Obligation is not paid when due, or upon any Event of Default or upon anydefault by any Obligor as provided in any other instrument or document evidencing allor any part of the Obligations, the Collateral Agent may, at its sole election (subject to theIntercreditor Agreement), proceed directly and at once, without notice, against any Guarantor tocollect and recover the full amount or any portion of the Obligations then due, without firstproceeding against such Obligor or any other guarantor of the Obligations, or against any
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GuarantyCollateral under the Loan Documents or joining such Obligor or any other guarantor in anyproceeding against any Guarantor.          ***Section 11 Irrevocability; Termination***          This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until theCommitments have been terminated and all monetary Obligations then outstanding have beenirrevocably paid in full, at which time this Guaranty shall automatically be cancelled. Upon suchcancellation and at the written request of any Guarantor or its successors or assigns, and at thecost and expense of such Guarantor or its successors or assigns, the Collateral Agent shall executein a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements asare necessary or desirable to evidence the termination of this Guaranty. At the request and soleexpense of the Company, to the extent any Guarantor is released under *Section 7.11(b)*of the Pledgeand Security Agreement, such Guarantor shall be released from its obligations hereunder.          ***Section 12 Setoff***          Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of anEvent of Default and acceleration of the Payment Obligations, each Guarantied Party and eachAffiliate of a Guarantied Party may, regardless of the acceptance of any security or collateral forthe payment hereof, setoff and apply toward the payment of all or any part of the Obligations(a) any indebtedness due or to become due from such Guarantied Party or Affiliate to such Guarantorand (b) any moneys, credits or other property belonging to such Guarantor, at any time held by, orcoming into, the possession of such Guarantied Party or Affiliate. Each Guarantied Party agreesthat prompt notice of any such setoff will be given to the relevant Guarantor; *provided*, *however*,that failure to provide such notice shall not have any effect on the rights and remedies of theGuarantied Parties, or the duties and obligations of the Guarantors, hereunder or the validity ofsuch setoff.          ***Section 13 No Marshalling***          Each Guarantor consents and agrees that no Guarantied Party or Person acting for or on behalfof any Guarantied Party shall be under any obligation to marshal any assets in favor of anyGuarantor or against or in payment of any or all of the Obligations.          ***Section 14 Enforcement; Amendments; Waivers***          No delay on the part of any Guarantied Party in the exercise of any right or remedy arisingunder this Guaranty, the Credit Agreement, any other Loan Document or otherwise with respect to allor any part of the Obligations, the Collateral or any other guaranty of or security for all or anypart of the Obligations shall operate as a waiver thereof, and no single or partial exercise by anysuch Person of any such right or remedy shall preclude any further exercise thereof. Nomodification or waiver of any provision of this Guaranty shall be binding upon any GuarantiedParty, except as expressly set forth in a writing duly signed and delivered by the AdministrativeAgents and the Collateral Agent (in accordance with *Section 14.1*of the Credit Agreement). Failureby any Guarantied Party at any time hereafter to require strict performanceby any Obligor, any Guarantor, any other guarantor of all or any part of the Obligations orany other Person of any provision, warranty, term or condition contained in any Loan Document nowor at any time hereafter executed by any such Persons and delivered to any Guarantied Party shallnot waive, affect or diminish any right of any Guarantied Party at any time or times hereafter to
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Guarantydemand strict performance thereof and such right shall not be deemed to have been waived by any actor knowledge of any Guarantied Party, or its respective agents, officers or employees, unless suchwaiver is contained in an instrument in writing, directed and delivered to such Obligor or suchGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessaryto give such waiver under the Credit Agreement. No waiver of any Event of Default by anyGuarantied Party shall operate as a waiver of any other Event of Default or the same Event ofDefault on a future occasion, and no action by any Guarantied Party permitted hereunder shall inany way affect or impair any Guarantied Party’s rights and remedies or the obligations of anyGuarantor under this Guaranty. Any determination by a court of competent jurisdiction of theamount of any principal or interest owing by any Obligor to a Guarantied Party shall be conclusiveand binding on each Guarantor irrespective of whether such Guarantor was a party to the suit oraction in which such determination was made.          ***Section 15 Successors and Assigns***          This Guaranty shall be binding upon each Guarantor and upon the successors and assigns of suchGuarantors and shall inure to the benefit of the Guarantied Parties and their respective successorsand assigns; all references herein to the Obligors and to the Guarantors shall be deemed to includetheir respective successors and assigns. The successors and assigns of the Guarantors and theObligors shall include, without limitation, their respective receivers, trustees anddebtors-in-possession. All references to the singular shall be deemed to include the plural wherethe context so requires.          ***Section 16 Representations and Warranties; Covenants***          Each Guarantor hereby (a) represents and warrants that the representations and warranties asto it made by the Company in *Article VIII (Representations and Warranties)*of the Credit Agreementare true and correct on each date as and to the extent required by *Section 9.2(b) (Conditions toEach Extension of Credit)*of the Credit Agreement and (b) agrees to take, or refrain from taking,as the case may be, each action necessary to be taken or not taken, as the case may be, so that noDefault or Event of Default is caused by the failure to take such action or to refrain from takingsuch action by such Guarantor.          ***Section 17 Governing Law***          This Guaranty and the rights and obligations of the parties hereto shall be governed by, andconstrued and interpreted in accordance with, the law of the State of New York.          ***Section 18 Submission to Jurisdiction; Service of Process***          (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document,may be brought in the courts of the State of New York or of the United States of America for theSouthern District of New York, and, by execution and delivery of this Agreement, each Guarantorhereby accepts for itself and in respect of its property, generally and unconditionally, thejurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection,including any objection to the laying of venue or based on the grounds of*forum non conveniens*, that any of them may now or hereafter have to the bringing of any suchaction or proceeding in such respective jurisdictions**.**          (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process,summons, notices and documents in any suit, action or proceeding brought in the
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GuarantyUnited States ofAmerica arising out of or in connection with this Guaranty or any other Loan Document by themailing (by registered or certified mail, postage prepaid) or delivering of a copy of such processto such Guarantor care of the Company at the Company’s address specified in *Section 14.2 (Notices)*of the Credit Agreement. Each Guarantor agrees that a final judgment in any such action orproceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgmentor in any other manner provided by law.          (c) Nothing contained in this *Section 18 (Submission to Jurisdiction; Service of Process)*shall affect the right of the Collateral Agent or any other Guarantied Party to serve process inany other manner permitted by law or commence legal proceedings or otherwise proceed against aGuarantor in any other jurisdiction.          (d) The obligations of each Guarantor in respect of any Obligation due to any party hereto inDollars (including, without limitation, by virtue of any conversion of a Local Loan or Acceptancefrom a Denomination Currency into Dollars pursuant to the provisions of *Section 6.4*of the CreditAgreement) or any holder of any bond which is denominated in Dollars, shall, notwithstanding anyjudgment in a currency (the “*judgment currency*”) other than Dollars, be discharged only to theextent that on the Business Day following receipt by such party or such holder (as the case may be)of any sum adjudged to be so due in the judgment currency such party or such holder (as the casemay be) may in accordance with normal banking procedures purchase Dollars with the judgmentcurrency; if the amount of Dollars so purchased is less than the sum originally due to such partyor such holder (as the case may be) in Dollars, such Guarantor agrees, as a separate obligation andnotwithstanding any such judgment, to indemnify such party or such holder (as the case may be)against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to anyparty to this Agreement or any holder of Notes (as the case may be), such party or such holder (asthe case may be), agrees to remit to such Guarantor, such excess.          ***Section 19 Certain Terms***          The following rules of interpretation shall apply to this Guaranty: (a) the terms “*herein,*”“*hereof,*” “*hereto*” and “*hereunder*” and similar terms refer to this Guaranty as a whole and not toany particular Article, Section, subsection or clause in this Guaranty, (b) unless otherwiseindicated, references herein to an Exhibit, Article, Section, subsection or clause refer to theappropriate Exhibit to, or Article, Section, subsection or clause in this Guaranty and (c) the term“*including*” means “*including without limitation*” except when used in the computation of timeperiods.          ***Section 20 Waiver of Jury Trial***          *Each of the Collateral Agent, the other Guarantied Parties and each Guarantor irrevocablywaives trial by jury in any action or proceeding with respect to this Guaranty and any other LoanDocument.*          ***Section 21 Notices***     Any notice or other communication herein required or permitted shall be given as provided in*Section 14.2 (Notices)*of the Credit Agreement and, in the case of any Guarantor, to such Guarantorin care of the Company.          ***Section 22 Severability***
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Guaranty          Wherever possible, each provision of this Guaranty shall be interpreted in such manner as tobe effective and valid under applicable law, but if any provision of this Guaranty shall beprohibited by or invalid under such law, such provision shall be ineffective to the extent of suchprohibition or invalidity without invalidating the remainder of such provision or the remainingprovisions of this Guaranty.          ***Section 23 Additional Guarantors***          Each of the Guarantors agrees that, if, pursuant to *Section 10.10 (Additional Guaranties)*ofthe Credit Agreement, the Company shall be required to cause any Subsidiary that is not a Guarantorto become a Guarantor hereunder, or if for any reason the Company desires any such Subsidiary tobecome a Guarantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent aGuaranty Supplement in substantially the form of *Exhibit A (Guaranty Supplement)*attached heretoand shall thereafter for all purposes be a party hereto and have the same rights, benefits andobligations as a Guarantor party hereto on the Closing Date.          ***Section 24 Collateral***          Pursuant to the terms of the Intercreditor Agreement, each Guarantor hereby acknowledges andagrees that its obligations under this Guaranty are secured pursuant to the terms and provisions ofthe Security Documents executed by it in favor of the Collateral Agent, for the benefit of theSecured Parties.          ***Section 25 Payment of Expenses***          Each Guarantor agrees to pay or reimburse the Collateral Agent and each of the otherGuarantied Parties upon demand for all out-of-pocket costs and expenses as required by *Section 14.5*of the Credit Agreement.          ***Section 26 Waiver of Consequential Damages***          *Each Guarantor hereby irrevocably and unconditionally waives, to the maximum extent notprohibited by law, any right it may have to claim or recover any special, exemplary, punitive orconsequential damage in any legal action or proceeding in respect of this Guaranty or any otherLoan Document.*          ***Section 27 Entire Agreement***          This Guaranty, taken together with all of the other Loan Documents executed and delivered bythe Guarantors, represents the entire agreement and understanding of the parties hereto andsupersedes all prior understandings, written and oral, relating to the subject matter hereof.[Signature Pages Follow]
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          In witness whereof, this Guaranty has been duly executed by the Guarantors as ofthe day and year first set forth above.      Revlon, Inc.,