exv10w7









Exhibit 10.7




GUARANTY





     GUARANTY (this “Guaranty”), dated as of April 10, 2008, by r services llc, a Virginia
limited liability company (the “Guarantor”) in favor of (a) Bank of America, N.A., a
national banking association, as Administrative Agent and Collateral Agent (in such capacity, the
“Agents”) for its own benefit and the benefit of the other Credit Parties (as defined in
the Credit Agreement referred to below), and (b) the Credit Parties.



WITNESSETH




     WHEREAS, reference is made to that certain Credit Agreement, dated as of April 10, 2008 (as
amended, modified, supplemented or restated and in effect from time to time, the “Credit
Agreement”), by and among (i) rue21, inc., a Pennsylvania corporation, for itself and as agent
(in such capacity, the “Lead Borrower”) for the other Borrowers from time to time party
thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the
“Borrowers”), (ii) the Borrowers, (iii) the Guarantor and the other Guarantors from time
to time party thereto (collectively, with the Guarantor, the “Guarantors”), (iv) the
Lenders from time to time party thereto (individually, a “Lender” and, collectively, the
“Lenders”), and (v) Bank of America, N.A., as Administrative Agent, Collateral Agent,
Swing Line Lender and L/C Issuer, pursuant to which the Lenders have agreed to make Loans to the
Borrowers, and the L/C Issuer has agreed to issue Letters of Credit for the account of the
Borrowers, upon the terms and subject to the conditions specified in the Credit Agreement.
Capitalized terms used herein and not defined herein shall have the meanings assigned to such
terms in the Credit Agreement.



     WHEREAS, the Guarantor acknowledges that it will receive direct and indirect benefits from
the availability of the credit facility provided for in the Credit Agreement, from the making of
the Loans by the Lenders, and the issuance of the Letters of Credit by the L/C Issuer.



     WHEREAS, the obligations of the Lenders to make Loans and of the L/C Issuer to issue Letters
of Credit are each conditioned upon, among other things, the execution and delivery by the
Guarantor of a guaranty in the form hereof. As consideration therefor, and in order to induce the
Lenders to make Loans and the L/C Issuer to issue Letters of Credit, the Guarantor is willing to
execute this Guaranty.



     Accordingly, the parties hereto agree as follows:



     SECTION 1. Guaranty. The Guarantor irrevocably and unconditionally guarantees, as a
primary obligor and not merely as a surety, the due and punctual payment when due (whether at the
stated maturity, by required prepayment, by acceleration or otherwise) and performance by each of
the Borrowers of all Obligations (collectively, the “Guaranteed Obligations”), including
all such Guaranteed Obligations which shall become due but for the operation of the Bankruptcy
Code. The 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 will remain bound upon
this Guaranty notwithstanding any extension or renewal of any Guaranteed Obligation.



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     SECTION 2. Guaranteed Obligations Not Affected. To the fullest extent permitted by
applicable Law, the Guarantor waives presentment to, demand of payment from, and protest to, any
Loan Party of any of the Guaranteed Obligations, and also waives notice of acceptance of this
Guaranty, notice of protest for nonpayment and all other notices of any kind. To the fullest
extent permitted by applicable Law, the obligations of the Guarantor hereunder shall not be
affected by (a) the failure of any Agent or any other Credit Party to assert any claim or demand
or to enforce or exercise any right or remedy against any Loan Party under the provisions of the
Credit Agreement, any other Loan Document or otherwise or against any other party with respect to
any of the Guaranteed Obligations, (b) any rescission, waiver, amendment or modification of, or
any release from, any of the terms or provisions of this Guaranty, any other Loan Document or any
other agreement, with respect to any Loan Party or with respect to the Guaranteed Obligations, (c)
the failure to perfect any security interest in, or the release of, any of the Collateral held by
or on behalf of the Collateral Agent or any other Credit Party, or (d) the lack of legal existence
of any Loan Party or legal obligation to discharge any of the Guaranteed Obligations by any Loan
Party for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or
reorganization of any Loan Party.



     SECTION 3. Security. The Guarantor hereby acknowledges and agrees that the Collateral
Agent and each of the other Credit Parties may (a) take and hold security for the payment of this
Guaranty and the Guaranteed Obligations and exchange, enforce, waive and release any such
security, (b) apply such security and direct the order or manner of sale thereof as they in their
sole discretion may determine, and (c) release or substitute any one or more endorsees, Borrowers,
other Loan Parties or other obligors, in each case without affecting or impairing in any way the
liability of the Guarantor hereunder.



     SECTION 4. Guaranty of Payment. The Guarantor further agrees that this Guaranty
constitutes a guarantee of payment and performance when due of all Guaranteed Obligations and not
of collection and, to the fullest extent permitted by applicable Law, waives any right to require
that any resort be had by the Collateral Agent or any other Credit Party to any of the Collateral
or other security held for payment of the Guaranteed Obligations or to any balance of any deposit
account or credit on the books of any Agent or any other Credit Party in favor of any Loan Party
or any other Person or to any other Guarantor of all or part of the Guaranteed Obligations. Any
payment required to be made by the Guarantor hereunder may be required by any Agent or any other
Credit Party on any number of occasions and shall be payable to the Administrative Agent, for the
benefit of the Agents and the other Credit Parties, in the manner provided in the Credit
Agreement.



     SECTION 5. Indemnification.




     (a) Without limiting or duplicating any of its indemnification obligations under the
Credit Agreement or the other Loan Documents, the Guarantor shall indemnify the Agents (and
any sub-agent thereof), each other Credit Party, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the fees, charges and disbursements of any counsel for any Indemnitee)
incurred by any Indemnitee or asserted against any Indemnitee by any



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third party or by the Guarantor arising out of, in connection with, or as a result of, (i)
the execution or delivery of this Guaranty, the Credit Agreement, any other Loan Document
or any other agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, or the consummation
of the transactions contemplated hereby or thereby, or, in the case of the Agents (and any
sub-agent thereof) and their Related Parties only, the administration of this Guaranty, the
Credit Agreement and the other Loan Documents, or (ii) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the Guarantor,
and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee or (y) result from a claim brought by the
Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Guarantor has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction. In connection with any indemnified claim hereunder, the Indemnitee shall be
entitled to select its own counsel and the Guarantor shall promptly pay the reasonable fees
and expenses of such counsel.




     (b) To the fullest extent permitted by applicable Law, the Guarantor shall not assert,
and hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Guaranty, the Credit
Agreement, any other Loan Document or any agreement or instrument contemplated hereby, or
the transactions contemplated hereby or thereby. No Indemnitee referred to in subsection (a)
above shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by such Indemnitee
through telecommunications, electronic or other information transmission systems in
connection with this Guaranty, the Credit Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby other than for direct or actual damages
resulting from the gross negligence or willful misconduct of such Indemnitee as determined
by a final and nonappealable judgment of a court of competent jurisdiction.




     (c) The agreements in this SECTION 5 shall survive the resignation of any Agent, the
termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all
the other Guaranteed Obligations.



     SECTION 6. No Discharge or Diminishment of Guaranty. The obligations of each Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim
of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and
shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever
by reason of the invalidity, illegality or unenforceability of the




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Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the
Guaranteed Obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise
affected by the failure of any Agent or any other Credit Party to assert any claim or demand or to
enforce any remedy under this Guaranty, the Credit Agreement, any other Loan Document or any other
agreement, by any waiver or modification of any provision of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other
act or omission that may or might in any manner or to any extent vary the risk of the Guarantor or
that would otherwise operate as a discharge of the Guarantor as a matter of law or equity (other
than the payment in full in cash of the Guaranteed Obligations).




     SECTION 7. Defenses of Loan Parties Waived. To the fullest extent permitted by
applicable Law, the Guarantor waives any defense based on or arising out of any defense of any
Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of any Loan Party, other than the payment
in full in cash of the Guaranteed Obligations. The Guarantor hereby acknowledges that the Agents
and the other Credit Parties may, at their election, foreclose on any security held by one or more
of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in
lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other
accommodation with any Loan Party, or exercise any other right or remedy available to them against
any Loan Party, without affecting or impairing in any way the liability of the Guarantor hereunder
except to the extent that the Guaranteed Obligations have been paid in full in cash. Pursuant to,
and to the extent permitted by, applicable Law, the Guarantor waives any defense arising out of
any such election and waives any benefit of and right to participate in any such foreclosure
action, even though such election operates, pursuant to applicable Law, to impair or to extinguish
any right of reimbursement, indemnity, contribution or subrogation or other right or remedy of the
Guarantor against any Loan Party, as the case may be, or any security. The Guarantor agrees that
it shall not assert any claim in competition with any Agent or any other Credit Party in respect
of any payment made hereunder in connection with any proceedings under any Debtor Relief Laws.



     SECTION 8. Agreement to Pay; Subordination. In furtherance of the foregoing and not in
limitation of any other right that the Agents or any other Credit Party has at law or in equity
against the Guarantor by virtue hereof, upon the failure of any Loan Party to pay any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or
cause to be paid, to the Agents or such other Credit Party as designated thereby in cash the amount
of such unpaid Guaranteed Obligations. Upon payment by the Guarantor of any sums to any Agent or
any other Credit Party as provided above, all rights of the Guarantor against any Loan Party
arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of payment to the prior
payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of any
Borrower or any other Loan Party now or hereafter held by the Guarantor is hereby subordinated in
right of payment to the prior payment in full of all of the Guaranteed Obligations. Notwithstanding
the foregoing, prior to the occurrence of an Event of Default, any Borrower or any other Loan Party
may make payments to the Guarantor on account of any such




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indebtedness. After the occurrence and during the continuance of an Event of Default, the
Guarantor will not demand, sue for, or otherwise attempt to collect any such indebtedness until
(i) the Aggregate Commitments have expired or been terminated, (ii) all of the Guaranteed
Obligations have been paid in full in cash or otherwise satisfied, (iii) all L/C Obligations have
been reduced to zero (or fully Cash Collateralized in a manner reasonably satisfactory to the L/C
Issuer and the Administrative Agent), and (iv) the L/C Issuer has no further obligation to issue
Letters of Credit under the Credit Agreement. If any amount shall erroneously be paid to the
Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar
right or (b) any such indebtedness of any Loan Party, such amount shall be held in trust for the
benefit of the Credit Parties and shall forthwith be paid to the Administrative Agent to be
credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in
accordance with the terms of the Credit Agreement.




     SECTION 9. Limitation on Guaranty of Guaranteed Obligations. In any action or
proceeding with respect to the Guarantor involving any state corporate law, the Bankruptcy Code of
the United States or any other Debtor Relief Law, if the obligations of the Guarantor under
SECTION 1 hereof would otherwise be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of its liability under
said SECTION 1, then, notwithstanding any other provision hereof to the contrary, the amount of
such liability shall, without any further action by the Guarantor, any Credit Party, any Agent or
any other Person, be automatically limited and reduced to the highest amount which is valid and
enforceable and not subordinated to the claims of other creditors as determined in such action or
proceeding.



     SECTION 10. Information. The Guarantor assumes all responsibility for being and
keeping itself informed of each Loan Party’s financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that
none of the Agents or the other Credit Parties will have any duty to advise the Guarantor of
information known to it or any of them regarding such circumstances or risks.



     SECTION 11. Termination. This Guaranty (a) shall terminate when (i) the Aggregate
Commitments have expired or been terminated, (ii) all of the Guaranteed Obligations have been paid
in full in cash or otherwise satisfied, (iii) all L/C Obligations have been reduced to zero (or
fully Cash Collateralized in a manner reasonably satisfactory to the L/C Issuer and the
Administrative Agent), and (iv) the L/C Issuer has no further obligation to issue Letters of Credit
under the Credit Agreement, and (b) shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or
must otherwise be restored by any Credit Party or the Guarantor upon the bankruptcy or
reorganization of any Loan Party or otherwise. Upon request, the Administrative Agent shall release
the Guarantor from its obligations hereunder to the extent that the release of the Guarantor is
permitted under Section 9.09 of the Credit Agreement. In connection with any such release, the
Administrative Agent will execute and deliver to the Guarantor, at the Guarantor’s expense, such
documents as the Guarantor may reasonably request to evidence the release of the Guarantor from its
obligations under this Guaranty, in each case in accordance with the terms of the Loan Documents
and Section 9.09 of the Credit Agreement. Any execution and delivery of




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releases or other documents pursuant to this SECTION 11 shall be without recourse to, or warranty
by, the Agents.




     SECTION 12. Costs of Enforcement. Without limiting or duplicating any of its
obligations under the Credit Agreement or the other Loan Documents, the Guarantor agrees to pay
within ten (10) Business Days after demand therefor all Credit Party Expenses in connection with
(i) the administration, negotiation, documentation or amendment of this Guaranty, and (ii) any
Agent’s or any other Credit Party’s efforts to collect and/or to enforce against or in respect of
the Guarantor any of the Guaranteed Obligations of the Guarantor hereunder and/or to enforce any
of the rights, remedies, or powers of any Agent or any other Credit Party against or in respect of
the Guarantor (whether or not suit is instituted by or against any Agent or any other Credit
Party).



     SECTION 13. Binding Effect; Assignments. Whenever in this Guaranty the Guarantor is
referred to, such reference shall be deemed to include the successors and assigns of the
Guarantor, and all covenants, promises and agreements by or on behalf of the Guarantor that are
contained in this Guaranty shall bind and inure to the benefit of the Guarantor and its successors
and assigns. This Guaranty shall be binding upon the Guarantor and its successors and assigns, and
shall inure to the benefit of the Agents and the other Credit Parties, and their respective
successors and assigns, except that the Guarantor shall not have the right to assign or transfer
its rights or obligations hereunder or any interest herein (and any such attempted assignment or
transfer shall be void), except as expressly permitted by this Guaranty or the Credit Agreement.



     SECTION 14. Waivers; Amendment.




     (a) The rights, remedies, powers, privileges, and discretions of the Agents hereunder
and under applicable Law (herein, the “Agents’ Rights and Remedies”) shall be
cumulative and not exclusive of any rights or remedies which they would otherwise have. No
delay or omission by the Agents in exercising or enforcing any of the Agents’ Rights and
Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agents of any
Event of Default or of any default under any other agreement shall operate as a waiver of
any other default hereunder or under any other agreement. No single or partial exercise of
any of the Agents’ Rights or Remedies, and no express or implied agreement or transaction of
whatever nature entered into between the Agents and any Person, at any time, shall preclude
the other or further exercise of the Agents’ Rights and Remedies. No waiver by the Agents of
any of the Agents’ Rights and Remedies on any one occasion shall be deemed a waiver on any
subsequent occasion, nor shall it be deemed a continuing waiver. The Agents’ Rights and
Remedies may be exercised at such time or times and in such order of preference as the
Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or
regard to any other source of satisfaction of the Guaranteed Obligations. No waiver of any
provisions of this Guaranty or any other Loan Document or consent to any departure by the
Guarantor therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on the



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Guarantor in any case shall entitle the Guarantor to any other or further notice or demand
in the same, similar or other circumstances.




     (b) Neither this Guaranty nor any provision hereof may be waived, amended or modified
except pursuant to a written agreement entered into between the Agents and the Guarantor,
subject to any consent required in accordance with Section 10.01 of the Credit Agreement.



     SECTION 15. Copies and Facsimiles. This instrument and all documents which have been
or may be hereinafter furnished by the Guarantor to any of the Agents may be reproduced by the
Agents by any photographic, microfilm, xerographic, digital imaging, or other process. Any such
reproduction shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and whether or not such
reproduction was made in the regular course of business). Any facsimile which bears proof of
transmission shall be binding on the party which or on whose behalf such transmission was
initiated and likewise so admissible in evidence as if the original of such facsimile had been
delivered to the party which or on whose behalf such transmission was received.



     SECTION 16. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 17. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the
Credit Agreement, provided that communications and notices to the Guarantor may be
delivered to the Lead Borrower on behalf of the Guarantor.



     SECTION 18. Survival of Agreement; Severability.




     (a) All covenants, agreements, indemnities, representations and warranties made by the
Guarantor herein and in the certificates or other instalments delivered in connection with
or pursuant to this Guaranty, the Credit Agreement or any other Loan Document shall be
considered to have been relied upon by the Agents and the other Credit Parties and shall
survive the execution and delivery of this Guaranty, the Credit Agreement and the other
Loan Documents and the making of any Loans by the Lenders and the issuance of any Letters
of Credit by the L/C Issuer, regardless of any investigation made by any Agent or any other
Credit Party or on their behalf and notwithstanding that any Agent or other Credit Party
may have had notice or knowledge of any Default or Event of Default or incorrect
representation or warranty at the time any credit is extended, and shall continue in full
force and effect until (i) the Aggregate Commitments have expired or been terminated, (ii)
all of the Guaranteed Obligations have been paid in full in cash or otherwise satisfied,
(iii) all L/C Obligations have been reduced to zero (or fully Cash Collateralized in a
manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), and (iv)
the L/C Issuer has no further obligation to issue Letters of Credit under the Credit
Agreement. The provisions of SECTION 5, SECTION 11 and SECTION 12 hereof shall survive and
remain in full



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force and effect regardless of the repayment of the Guaranteed Obligations, the expiration
or termination of the Letters of Credit and the Aggregate Commitments or the termination of
this Guaranty or any provision hereof.




     (b) Any provision of this Guaranty held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof, and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



     SECTION 19. Counterparts. This Guaranty may be executed in counterparts, each of
which shall constitute an original but all of which, when taken together, shall constitute a
single contract. Delivery of an executed counterpart of a signature page to this Guaranty by
facsimile or other electronic transmission shall be as effective as delivery of a manually
executed counterpart of this Guaranty.



     SECTION 20. Rules of Interpretation. The rules of interpretation specified in Section
1.02 through 1.06 of the Credit Agreement shall be applicable to this Guaranty.



     SECTION 21. Jurisdiction; Waiver of Venue; Consent to Service of Process.




     (a) THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. THE GUARANTOR AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
AGENTS, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST THE GUARANTOR OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.




     (b) THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY



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OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (A) OF THIS SECTION. THE GUARANTOR HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.




     (C) THE GUARANTOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION 17. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY
HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



     SECTION 22. Waiver of Jury Trial. THE GUARANTOR, EACH AGENT, AND EACH CREDIT PARTY
(BY ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, 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 ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
THE GUARANTOR, EACH AGENT, AND EACH CREDIT PARTY (BY ITS ACCEPTANCE HEREOF) (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO (OR ACCEPT) THIS GUARANTY AND
THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 22.



     SECTION 23. Right of Setoff. If an Event of Default shall have occurred and be
continuing or if any Lender shall have been served with a trustee process or similar attachment
relating to property of a Loan Party, each Credit Party and each of its respective Affiliates is
hereby authorized at any time and from time to time, after obtaining the prior written consent of
the Administrative Agent or the Required Lenders, to the fullest extent permitted by applicable
Law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever currency) at any
time owing by such Credit Party or any such Affiliate to or for the credit or the account of the
Guarantor against any of and all the Guaranteed Obligations of the Guarantor now or hereafter
existing under this Guaranty or any other Loan Document to such Credit Party, irrespective of
whether or not such Credit Party shall have made any demand under this Guaranty or any other Loan
Document and although such obligations of the Guarantor may be contingent or unmatured or are owed
to a branch or office of such Credit Party different from the branch or office holding such deposit
or obligated on such indebtedness. The rights of each Credit Party and its respective Affiliates
under this SECTION 23 are in addition to other rights and remedies (including other rights of
setoff) that such Credit Party or its respective Affiliates may have. Each Credit Party agrees to
notify the Guarantor and the Administrative Agent promptly after




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any such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.




[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the Guarantor has duly executed this Guaranty as of the day and year first
above written.





	 	 	 	 	 
	GUARANTOR: 	r services llc 

 	 
	 	By:  	/s/ Keith McDonough
 	 
	 	 	Name:  	Keith McDonough 	 
	 	 	Title:  	Director and President 	 
	 



Signature Page to Guaranty