Common use of FORM OF GUARANTY Clause in Contracts

FORM OF GUARANTY. FOR VALUE RECEIVED, Republic Airways Holdings Inc., a corporation organized under the laws of Delaware (“Guarantor”), pursuant to Article 14.4 of that certain Purchase Agreement COM 0190-10 dated as of November 3, 2010 between Republic Airline Inc. (“Buyer”) and EMBRAER-Empresa Brasileira de Aeronáutica S.A. (“Embraer”), as the same may be amended from time to time (the “Purchase Agreement”), does hereby unconditionally and irrevocably guarantee to Embraer (i) the due and punctual performance and observance by Buyer of each covenant, agreement, undertaking, representation, warranty and any other obligation or condition binding upon or to be performed or observed by it under and in accordance with the terms of the Purchase Agreement, and (ii) the due and punctual payment of each amount that Buyer is or may become obligated to pay under and in accordance with the terms of the Purchase Agreement (such payment and other obligations of Buyer being herein referred to as the “Obligations”) and in the event of any nonpayment or nonperformance, agrees to pay or perform or cause such payment or performance to be made of such nonpayment or nonperformance. Guarantor further agrees to pay all reasonable expenses (including, without limitations all reasonable fees and disbursements of counsel) that may be paid or incurred 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, Guarantor under this Guaranty. The obligations of Guarantor to make any payments hereunder shall be subject to the terms and conditions of the Purchase Agreement applicable to the Obligations. Capitalized terms used but not defined herein shall have the respective meanings set forth in, and shall be construed and interpreted in the manner described in, the Purchase Agreement. Guarantor hereby waives notice of acceptance of this Guaranty, and agrees that, in its capacity as a guarantor, it shall not be required to consent to, or to receive any notice of, any supplement to or amendment of, or waiver or modification of the terms of, the Purchase Agreement. This Guaranty is being furnished to induce Embraer to enter into the Purchase Agreement. Guarantor represents and warrants that, as of the date hereof:

FORM OF GUARANTY. FOR VALUE RECEIVED, Republic Airways Holdings Inc.and in consideration for, a corporation organized under and as an inducement to 000 XXXXX XXXXXX, LLC (the laws “Landlord”) to make that certain lease (the “Lease”) dated as of Delaware October , 2010 with SILVER BRIDGE ADVISORS LLC (“Tenant”), the undersigned, XXXXXX XXXXXX XXXXXXXXX XXXX AND XXXX LLP (“Guarantor”), pursuant to Article 14.4 a Delaware limited liability partnership with an address of that certain Purchase Agreement COM 0190-10 dated as of November 300 Xxxxx Xxxxxx, 2010 between Republic Airline Inc. (“Buyer”) and EMBRAER-Empresa Brasileira de Aeronáutica S.A. (“Embraer”)Xxxxxx, as Xxxxxxxxxxxxx, unconditionally guarantees the same may be amended from time to time (the “Purchase Agreement”), does hereby unconditionally and irrevocably guarantee to Embraer (i) the due and punctual full performance and observance by Buyer of each covenantall the covenants, agreement, undertaking, representation, warranty conditions and any other obligation or condition binding upon or agreements therein provided to be performed or and observed by it Tenant under the Lease(collectively, the “Guaranteed Obligations”). Guarantor expressly agrees that the validity of this agreement and the obligations of Guarantor hereunder shall in accordance with the terms no wise be terminated, affected or impaired by reason of the Purchase Agreement, and (ii) the due and punctual payment granting by Landlord of each amount that Buyer is any indulgences to Tenant or may become obligated to pay under and in accordance with the terms by reason of the Purchase Agreement (such payment and other obligations of Buyer being herein referred to as the “Obligations”) and in the event assertion by Landlord against Tenant of any nonpayment of the rights or nonperformance, agrees remedies reserved to pay Landlord pursuant to the provisions of the Lease or perform by the relief of Tenant from any of Tenant’s obligations under the Lease by operation of law or cause such payment or performance to be made of such nonpayment or nonperformance. Guarantor further agrees to pay all reasonable expenses otherwise (including, but without limitations all reasonable fees and disbursements of counsel) that may be paid or incurred in enforcing any rights with respect tolimitation, or collecting, any or all the rejection of the Obligations and/or enforcing any rights Lease in connection with respect to, or collecting against, proceedings under the bankruptcy laws now Or hereafter enacted); Guarantor under this Guarantyhereby waiving all suretyship defenses. The obligations of Guarantor include the payment to Landlord of any monies payable by Tenant under any provisions of the Lease, at law, or in equity, including, without limitation, any monies payable by virtue of the breach of any warranty, the grant of any indemnity or by virtue of any other covenant of Tenant under the Lease. Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of the Lease, whether or not Guarantor shall have received any notice of or consented to such renewal, modification or extension; provided, however, Guarantor will not be obligated with respect to any additional liabilities or obligations imposed by any amendment of the Lease which is entered into without its consent, to the extent such amendment increases the Rent payable under the Lease or materially increases the obligations or liabilities of Tenant under the Lease (excepting amendments confirming or effectuating the exercise by Tenant of the extension option pursuant to Section 2.3 of the Lease, and/or the exercise of the rights of first offer pursuant to Section 2.4 of the Lease). Guarantor further agrees that its liability under this Guaranty shall be primary (and that the heading of this instrument and the use of the word “Guaranty(s)” shall not be interpreted to limit the aforesaid primary obligations of Guarantor), and that in any right of action which shall accrue to Landlord under the Lease, Landlord may, at its option, proceed against Guarantor, any other guarantor, and Tenant, jointly or severally, and may proceed against Guarantor without having commenced any action against or having obtained any judgment against Tenant or any other guarantor; provided, however, Landlord shall provide Guarantor with notice of the breach or default by Tenant and Guarantor shall have the opportunity to cure such breach or default within the applicable period of grace, if any, offered to Tenant under the Lease. Guarantor agrees that, while this Guaranty remains in effect and while any guaranteed obligations remain outstanding and unpaid, Guarantor shall refrain from exercising any and all rights Guarantor may have (whether arising directly or indirectly, by operation of law or by contract or otherwise) to assert any claim against Tenant on account of payments made under this Guaranty, including, without limitation, any and all rights of or claim for subrogation, contribution, reimbursement, exoneration and indemnity, and provided that any such claims by Guarantor against Tenant shall be subordinate to any and all claims of Landlord against Tenant, and further waives any benefit of and any right to participate in any security deposit or other collateral which may be held by Landlord; and Guarantor will not claim any set-off or counterclaim against Tenant in respect of any liability Guarantor may have to Tenant. Guarantor further represents to Landlord as an inducement for it to make the Lease, that as of the date of this Guaranty, Guarantor owns all of the entire outstanding membership interests of Tenant. It is agreed that the failure of Landlord to insist in any payments hereunder one or more instances upon a strict performance or observance of any of the terms, provisions or covenants of the Lease or to exercise any right therein contained shall not be construed or deemed to be a waiver or relinquishment for the future of such term, provision, covenant or right, but the same shall continue and remain in full force and effect. Receipt by Landlord of rent with knowledge of the breach of any provision of the Lease shall not be deemed a waiver of such breach. No subletting, assignment or other transfer of the Lease, or any interest therein, shall operate to extinguish or diminish the liability of Guarantor under this Guaranty; and wherever reference is made to the liability of Tenant named in the Lease, such reference shall be subject deemed likewise to refer to Guarantor. All payments becoming due under this Guaranty and not paid within ten (10) days after written notice from Landlord that the same is due shall bear interest from the applicable due date until received by Landlord at the Interest Rate as defined in the Lease. This Guaranty shall terminate upon the first day that both of the following conditions are satisfied: (a) the Lease shall have terminated, and (b) no Guaranteed Obligations shall be outstanding and/or unpaid; provided, however, that if and to the extent that duties, liabilities and/or obligations of the Tenant under the Lease survive the expiration or earlier termination of the Lease, then this Guaranty shall remain in full force and effect unless and until such duties, liabilities, and/or obligations expire by their terms or are satisfied in full. It is further agreed that all of the terms and conditions provisions hereof shall inure to the benefit of the Purchase Agreement applicable to the Obligations. Capitalized terms used but not defined herein shall have the respective meanings set forth inheirs, executors, administrators and assigns of Landlord, and shall be construed binding upon the heirs, successors and interpreted in the manner described in, the Purchase Agreement. Guarantor hereby waives notice assigns of acceptance of this Guaranty, and agrees that, in its capacity as a guarantor, it shall not be required to consent to, or to receive any notice of, any supplement to or amendment of, or waiver or modification of the terms of, the Purchase Agreement. This Guaranty is being furnished to induce Embraer to enter into the Purchase Agreement. Guarantor represents and warrants that, as of the date hereof:Guarantor.

FORM OF GUARANTY. FOR VALUE RECEIVEDGUARANTY IN ORDER TO induce the investors (the “Holders”) to lend money to Ecosphere Technologies, Republic Airways Holdings Inc.Inc. (the “Debtor”) under that certain Secured Line of Credit Agreement (the “Agreement”) dated December 28, a corporation organized under 2007 in the laws amount of Delaware $665,000, the undersigned (the “Guarantor”)) agrees to, pursuant without deduction by reason of set-off, defense or counterclaim, unconditionally guaranty the payment of the Notes to Article 14.4 be issued under the Agreement, a copy of that certain Purchase Agreement COM 0190-10 dated which is annexed hereto as of November 3, 2010 between Republic Airline Inc. (“Buyer”) and EMBRAER-Empresa Brasileira de Aeronáutica S.A. (“Embraer”), as the same may be amended from time to time (the “Purchase Agreement”), does hereby unconditionally and irrevocably guarantee to Embraer (i) the due and punctual performance and observance by Buyer of each covenant, agreement, undertaking, representation, warranty Exhibit A and any other obligation or condition binding upon or to be performed or observed by it under and in accordance with the terms of the Purchase Agreementall renewals, continuations, modifications, supplements and (ii) the due and punctual payment of each amount that Buyer is or may become obligated to pay under and in accordance with the terms of the Purchase Agreement (such payment and other obligations of Buyer being herein referred to as the “Obligations”) and in the event of any nonpayment or nonperformance, agrees to pay or perform or cause such payment or performance to be made of such nonpayment or nonperformance. Guarantor further agrees to pay all reasonable expenses (including, without limitations all reasonable fees and disbursements of counsel) that may be paid or incurred 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, Guarantor under this Guaranty. The obligations of Guarantor to make any payments hereunder shall be subject to the terms and conditions of the Purchase Agreement applicable to the Obligationsamendments thereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in, and shall be construed and interpreted meaning ascribed to such terms in the manner described in, the Purchase Agreement. The Guarantor hereby waives notice of acceptance hereof and all notices and demands of this Guarantyany kind to which it may be entitled, including without limitation all demands of payment on, and notice of non-payment, protest and dishonor to it of the Debtor. The Guarantor further waives notice of and hereby consents to any agreement or arrangement whatever with the Holders or anyone else, including without limitation agreements and arrangements for payment extensions, subordination, composition, arrangement, discharge or release of the whole or any part of said obligations or offset indebtedness, contracts or agreements or other guarantors, or the change or surrender of any or all security, or for compromise, whether by way of acceptance or part payment or returns of subrogation, reimbursement or indemnity whatsoever. Nothing shall discharge or satisfy the Guarantor’s liability hereunder except for full performance and payment of the said obligations and indebtedness with interest. The Guarantor agrees that, if an Event of Default under the Agreement or Notes occurs, any and all of the obligations hereunder shall, at the Holders’ option, forthwith become due and payable without notice. This instrument is a continuing guarantee, which shall remain in its capacity as a guarantor, it full force and effect and shall not be terminable so long as the aforementioned Notes or any renewals, continuations, modifications, supplements and amendments thereof shall remain in force and effect. To the extent the Holders receives payment on account of the Notes guaranteed hereby, which payment is thereafter set aside or required to consent tobe repaid by the Holders in whole or in part, or then, to receive the extent of any notice ofsum not finally retained by the Holders, regardless of whether such sum is recovered from the Holders, by the Debtor, any supplement to trustees or amendment any other party acting for, on behalf of, or waiver through the Debtor or modification its representatives, my obligation to the Holders created by this Guarantee, as amended, modified or supplemented shall remain in full force and effect (or be reinstated) until the Debtor shall have made payment to the Holders therefor to the extent required hereunder, which payment shall be due upon demand. This instrument cannot be changed or terminated orally, shall be interpreted according to the laws of the terms ofState of Florida shall be binding upon my successors, heirs and assigns, and shall inure to the Purchase Agreement. This Guaranty is being furnished to induce Embraer to enter into the Purchase Agreement. Guarantor represents and warrants that, as benefit of the date hereof:Holders’ successor and assigns.

FORM OF GUARANTY. FOR VALUE RECEIVEDGUARANTY For value received, Republic Airways Holdings Inc.each of the Guarantors hereby jointly and severally unconditionally Guarantees, on a corporation organized under senior subordinated basis, to each Holder of a Security authenticated and delivered by the laws Trustee, and to the Trustee on behalf of Delaware (“Guarantor”)such Holder, pursuant to Article 14.4 of that certain Purchase Agreement COM 0190-10 dated as of November 3, 2010 between Republic Airline Inc. (“Buyer”) and EMBRAER-Empresa Brasileira de Aeronáutica S.A. (“Embraer”), as the same may be amended from time to time (the “Purchase Agreement”), does hereby unconditionally and irrevocably guarantee to Embraer (i) the due and punctual performance payment of the principal of (and observance premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by Buyer of each covenantacceleration, agreementcall for redemption, undertakingpurchase or otherwise, representation, warranty and any other obligation or condition binding upon or to be performed or observed by it under and in accordance with the terms of the Purchase Agreement, such Security and (ii) the due and punctual payment of each amount that Buyer is or may become obligated to pay under and in accordance with the terms this Indenture. In case of the Purchase Agreement (failure of the Note Issuer punctually to make any such payment payment, each of the Guarantors hereby jointly and other obligations of Buyer being herein referred to as the “Obligations”) and in the event of any nonpayment or nonperformance, severally agrees to pay or perform or cause such payment or performance to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Note Issuer. The Guarantee extends to the Note Issuer's repurchase obligations arising from a Change of such nonpayment Control or nonperformancean Asset Disposition pursuant to the Indenture. Guarantor further agrees to pay all reasonable expenses (including, without limitations all reasonable fees and disbursements of counsel) that may be paid or incurred in enforcing any rights with respect to, or collecting, any or all Each of the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. The Guarantors hereby jointly and severally agrees that its obligations of Guarantor to make any payments hereunder shall be subject to the terms and conditions unconditional, irrespective of the Purchase Agreement applicable to the Obligations. Capitalized terms used but not defined herein shall have the respective meanings set forth invalidity, and shall be construed and interpreted in the manner described inregularity or enforceability of such Security or this Indenture, the Purchase Agreement. Guarantor hereby waives notice absence of acceptance any action to enforce the same, any exchange, release or non-perfection of this Guaranty, and agrees that, in its capacity as a guarantor, it shall not be required to consent toany Lien on any collateral for, or to receive any notice of, any supplement to release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or modification consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of the terms ofIndenture, the Purchase Agreementobtaining of any judgment against the Note Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. This Guaranty is being furnished to induce Embraer to enter into the Purchase Agreement. Guarantor represents and warrants that, as Each of the date hereof:Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other

FORM OF GUARANTY. FOR VALUE RECEIVEDIn order to induce Landlord to execute the foregoing Lease, Republic Airways Holdings Inc.the undersigned on behalf of itself and its successors, a corporation organized under the laws of Delaware (“Guarantor”), pursuant to Article 14.4 of that certain Purchase Agreement COM 0190-10 dated as of November 3, 2010 between Republic Airline Inc. (“Buyer”) assigns and EMBRAER-Empresa Brasileira de Aeronáutica S.A. (“Embraer”), as the same may be amended from time to time (the “Purchase Agreement”)legal representatives, does hereby absolutely and unconditionally guarantee, as a guarantee of payment and irrevocably not merely as a guarantee to Embraer (i) of collection, for the due benefit of Landlord and punctual its successors and assigns the full performance and observance by Buyer of each covenantall of the covenants, agreement, undertaking, representation, warranty conditions and any other obligation or condition binding upon or agreements provided to be performed or and observed by it under and Tenant in accordance with the terms of the Purchase Agreementsaid Lease, and (ii) the due and punctual payment of each amount that Buyer is or may become obligated to pay under and in accordance with the terms of the Purchase Agreement (such payment and other obligations of Buyer being herein referred to as the “Obligations”) and in the event of any nonpayment or nonperformance, agrees to pay or perform or cause such payment or performance to be made of such nonpayment or nonperformance. Guarantor further agrees to pay all reasonable expenses (including, without limitations limitation, the prompt payment of the Base Rent and Additional Rent and all reasonable fees and disbursements of counsel) that may other amounts provided in said Lease to be paid by Tenant (“Guaranteed Obligations”). This Guaranty shall not be affected by the genuineness, validity, regularity or incurred in enforcing any rights with respect to, or collecting, any or all enforceability of the Guaranteed Obligations and/or enforcing or the Lease, this Guaranty or any rights with respect to, other instrument or collecting against, Guarantor agreement evidencing any Guaranteed Obligations or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to obligations of the undersigned under this Guaranty. The undersigned waives any defense arising by reason of any disability or other defense of Tenant or any other guarantor, or the cessation from any cause whatsoever of the liability of Tenant or any other guarantor, or any claim that the undersigned’s obligations exceed or are more burdensome than those of Guarantor Tenant or any other guarantor and waives the benefit of the statute of limitations affecting the undersigned’s liability hereunder. The undersigned waives any right to make enforce any payments hereunder shall be subject remedy which Landlord now has or may hereafter have against Tenant or any other guarantor and waives any benefit of and any right to participate in any security, letter of credit or other credit enhancement or support now or hereafter held by or otherwise available to Landlord. Further, the undersigned consents to the terms and conditions taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Purchase Agreement applicable to undersigned under this Guaranty or which, but for this provision, might operate as a discharge of the Obligationsundersigned. Capitalized terms used but not defined herein shall have the respective meanings set forth in, and shall be construed and interpreted in the manner described in, the Purchase Agreement. Guarantor The undersigned hereby waives notice of acceptance of this Guarantynon-payment, non-performance or non-observance and agrees that, in its capacity as a guarantor, it shall not be required to consent to, all other notices and all proof or to receive any notice of, any supplement to or amendment of, or waiver or modification of the terms of, the Purchase Agreement. This Guaranty is being furnished to induce Embraer to enter into the Purchase Agreement. Guarantor represents and warrants that, as of the date hereof:demands.

FORM OF GUARANTY. FOR VALUE RECEIVED, Republic Airways Holdings Inc.[see attachment] LEASE GUARANTEE XXX STORES CORPORATION, a Delaware corporation organized under the laws of Delaware (“Guarantor”), pursuant whose address is 0000 Xxxxxxxx Xxxx, Xxxxxx, Xxxx 00000, as a material inducement to Article 14.4 and in consideration of that certain Purchase Agreement COM 0190-10 dated as of November 3____________________, 2010 between Republic Airline Inc. a ____________________ (“Buyer”) and EMBRAER-Empresa Brasileira de Aeronáutica S.A. (“EmbraerLandlord”), as the same may be amended from time to time entering into a written lease (the “Purchase AgreementLease”) with ____________________ (“Tenant”), does hereby dated ____________, 20___, including any amendments thereto, pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, premises located in the City of __________, State of __________, described on Exhibit A, attached hereto and made a part hereof, together with all buildings and improvements located thereon, unconditionally and irrevocably guarantee absolutely guarantees and promises, to Embraer (i) and for the due benefit of Landlord, its successors and punctual assigns, that Tenant shall perform the provisions of the Lease that Tenant is to perform, including, but not limited to, payment of Minimum Rent and any and all other sums, charges, costs and expenses payable by Tenant, its successors and assigns, under the Lease and the full performance and observance by Buyer of each covenantall of the covenants, agreementterms, undertaking, representation, warranty conditions and any other obligation or condition binding upon or agreements therein provided to be performed or and observed by it under Tenant, its successors and in accordance with the terms of the Purchase Agreement, and (ii) the due and punctual payment of each amount that Buyer is or may become obligated to pay under and in accordance with the terms of the Purchase Agreement (such payment and other obligations of Buyer being herein referred to as the “Obligations”) and in the event of any nonpayment or nonperformance, agrees to pay or perform or cause such payment or performance to be made of such nonpayment or nonperformance. Guarantor further agrees to pay all reasonable expenses (including, without limitations all reasonable fees and disbursements of counsel) that may be paid or incurred 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, Guarantor under this Guarantyassigns. The obligations of Guarantor to make any payments hereunder shall be subject to the terms and conditions of the Purchase Agreement applicable to the Obligations. Capitalized defined terms used but not defined herein shall have the respective meanings same meaning as set forth inin the Lease. A separate action may be brought or prosecuted against any Guarantor whether the action is brought or prosecuted against Guarantor, Tenant, or whether Guarantor or Tenant, are joined in the action. Guarantor waives the benefit of any statute of limitations affecting Guarantor’s liability under this Guarantee. The provisions of the Lease may be changed by agreement between Landlord and Tenant, or their respective successors or assigns, at any time, or by course of conduct, without the consent of or without notice to Guarantor, including, without limitation, the rental obligations of Tenant, the Term of the Lease or the time for performance of any obligation thereunder, or the release, compromise or settlement of any Lease obligations. This Guarantee shall guarantee the performance of the Lease as changed. This Guarantee shall not be affected by Landlord’s failure or delay to enforce any of its rights or Landlord’s promptness in commencing or diligence in prosecuting suit. If Tenant defaults under the Lease, Landlord can proceed immediately against Guarantor or Tenant, or both parties collectively, without prior notice to Guarantor or Landlord can enforce against Guarantor or Tenant, or both parties collectively, any rights that it has under the Lease or pursuant to applicable laws. If the Lease terminates and Landlord has any rights it can enforce against Tenant after termination, Landlord can enforce those rights against Guarantor without giving previous notice to Tenant or Guarantor, or without making any demand on either of them. This Guarantee is a guarantee of payment and not of collection. Guarantor waives the right to require Landlord to (1) proceed against Tenant; (2) proceed against or exhaust any security that Landlord holds from Tenant; or (3) pursue any other remedy in Landlord’s power. Guarantor waives any defense by reason of any disability of Tenant, including but not limited to any limitation on the liability or obligation of Tenant under the Lease or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the National Bankruptcy Act or other statute, or from the decision of any court, and waives any other defense based on the termination of Tenant’s liability from any cause whatsoever. Until all of Tenant’s obligations to Landlord have been discharged in full, Guarantor has no right of subrogation against Tenant. Guarantor waives its rights to enforce any remedies that Landlord now has, or later may have against Tenant. Guarantor waives any right to participate in any security now or later held by Landlord. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guarantee, and waives all notices of the existence, creation or incurring of new or additional obligations. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time any whole or partial payment or performance of any obligation under the Lease is or is sought to be rescinded or must otherwise be restored or returned by Landlord upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Tenant, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for Tenant or any substantial part of Tenant’s property, or otherwise, all as though such payments and performance had not been made. If Landlord disposes of its interest in the Lease, the term “Landlord,” as used in this Guarantee, shall mean Landlord’s successors. If Landlord is required to enforce Guarantor’s obligations by legal proceedings, Guarantor shall pay to Landlord all costs incurred, including, without limitation, reasonable attorneys’ fees. Guarantor hereby waives trial by jury in any such legal proceedings. If any term or provision of this Guarantee, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Guarantee, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Guarantee shall be valid and be enforced to the fullest extent permitted by law. No waiver by Landlord of any provision or right hereunder shall be implied from any omission by Landlord to take any action on account of Landlord’s right under such provision. Any express waiver by Landlord of any provision or right hereunder shall not act as a waiver of any provision or right elsewhere contained herein, and shall only act as a waiver as specifically expressed in said waiver, and only for the time and to the extent therein stated. One or more waivers by Landlord shall not be construed as a waiver of a subsequent breach of the same provision or right. The rights and remedies given to Landlord by this Guarantee shall be deemed to be cumulative and no one of such rights and remedies shall be exclusive at law or in equity of the rights and remedies which Landlord might otherwise have by virtue of a default under this Guarantee, and the exercise of one such right or remedy by Landlord shall not impair Landlord’s standing to exercise any other rights or remedies. All the terms, provisions and agreements of this Guarantee shall be construed liberally in favor of Landlord, shall inure to the benefit of and be enforceable by Landlord, its successors and assigns, and shall be binding upon Guarantor and its successors and assigns. This Guarantee shall be governed by, and construed and interpreted in the manner described inaccordance with, the Purchase Agreementlaws of the State of Ohio. Guarantor hereby waives notice of acceptance of this GuarantyWITNESSES AS TO GUARANTOR: GUARANTOR: XXX STORES CORPORATION, and agrees thata Delaware corporation By: Print Name: Its: Print Name: STATE OF OHIO SS: COUNTY OF Personally appeared before me, the undersigned, a Notary Public, in its capacity as a guarantorand for said County and State, it shall not _____________________, known to me to be required to consent to, or to receive any notice of, any supplement to or amendment of, or waiver or modification the ________________ of the terms ofXXX STORES CORPORATION, the Purchase Agreementcorporation which executed the foregoing instrument, who acknowledged that he/she did sign and seal the foregoing instrument for and on behalf of said corporation being thereunto duly authorized by its Board of Directors, that the same is his/her free act and deed and the free act and deed of said corporation. This Guaranty is being furnished IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at ____________________, _____________________ this _____ day of ____________, 2007. Notary Public [Add to induce Embraer to enter into the Purchase Agreement. Guarantor represents and warrants that, as Guarantee: Exhibit A: Description of the date hereof:Leased Premises] Exhibit 2.3(c) Form of License Agreement [see attachment] Exhibit 3.4(a)

FORM OF GUARANTY. FOR VALUE RECEIVEDThe Guaranty to be endorsed on the Securities shall be in substantially the form set forth below: GUARANTY For value received, Republic Airways Holdings Inc.AstraZeneca PLC, a corporation organized under the laws of Delaware (“Guarantor”), pursuant to Article 14.4 of that certain Purchase Agreement COM 0190-10 dated as of November 3, 2010 between Republic Airline Inc. (“Buyer”) and EMBRAER-Empresa Brasileira de Aeronáutica S.A. (“Embraer”), as the same may be amended from time to time an English public limited company (the “Purchase Agreement”Guarantor,” which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which this Guaranty is endorsed), does hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guaranty is endorsed and irrevocably guarantee to Embraer (i) the due and punctual performance and observance by Buyer Trustee on behalf of each covenant, agreement, undertaking, representation, warranty and any other obligation or condition binding upon or to be performed or observed by it under and in accordance with the terms of the Purchase Agreement, and (ii) such Holder the due and punctual payment of each amount that Buyer is the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the sinking fund or may analogous payments referred to therein, if any, when and as the same shall become obligated due and payable, whether on the stated maturity date, by declaration of acceleration, call for redemption or otherwise, according to pay under and in accordance with the terms thereof and of the Purchase Agreement Indenture referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and other obligations of Buyer being herein referred to as the “Obligations”) same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any nonpayment right to require a proceeding first against the Issuer, protest or nonperformancenotice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, agrees to pay or perform or cause such and covenants that this Guaranty will not be discharged except by payment or performance to be made in full of the principal of, interest on and additional amounts payable in respect of such nonpayment or nonperformanceSecurity. This Guaranty is a guarantee of payment and not of collection. The Guarantor further agrees shall be subrogated to pay all reasonable expenses (including, without limitations all reasonable fees and disbursements of counsel) that may be paid or incurred in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing Holder of such Security and the Trustee against the Issuer in respect of any rights with respect to, or collecting against, amounts paid to such Holder by the Guarantor under this Guaranty. The obligations of Guarantor to make any payments hereunder shall be subject pursuant to the terms and conditions of the Purchase Agreement applicable to the Obligations. Capitalized terms used but not defined herein shall have the respective meanings set forth in, and shall be construed and interpreted in the manner described in, the Purchase Agreement. Guarantor hereby waives notice of acceptance provisions of this Guaranty; provided, and agrees thathowever, in its capacity as a guarantor, it that the Guarantor shall not be required entitled to consent toenforce, or to receive any notice payments arising out of or based upon such right of subrogation until the principal of, any supplement interest on and additional amounts payable in respect of all Securities of the same series issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of such Indenture shall alter or amendment impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the principal of, or waiver or modification of the terms interest on and additional amounts payable in respect of, and any sinking fund or analogous payments with respect to, the Purchase AgreementSecurity upon which this Guaranty is endorsed. This Guaranty is being furnished to induce Embraer to enter into shall not be valid or obligatory for any purpose until the Purchase Agreement. Guarantor represents and warrants that, as certificate of authentication of such Security shall have been executed by manual or pdf or other electronic image scan signature of the date hereof:Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) by or on behalf of the Trustee under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.