Common use of Guarantee Obligations Clause in Contracts

Guarantee Obligations. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Guarantee Obligation, except: (i) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of the Guaranties; (ii) Borrower may become liable with respect to Guarantee Obligations in respect of Letters of Credit; (iii) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (vii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and (viii) Borrower and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Borrower and its Subsidiaries in respect of all such Guarantee Obligations shall at no time exceed $15,000,000.

Guarantee Obligations. The Borrower shall will not, and shall will not permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create suffer to exist or otherwise become or remain be liable with in respect to of any Guarantee ObligationObligation other than, exceptwithout duplication, the following: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and its Subsidiaries (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may become be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and remain liable with respect the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the GuarantiesRevolving Credit Agreement; (iid) Borrower may become liable with respect to Guarantee Obligations in respect of Letters of Credit; (iii) Borrower and its Subsidiaries may become and remain liable a corporation which becomes a Subsidiary or is merged with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries into a Subsidiary after the date hereof provided that (i) may become liable such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in respect of Letters of Credit anticipation thereof and (ii) may become immediately after giving effect to the acquisition of such corporation by the Borrower or one of its Subsidiaries no Default shall have occurred and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsbe continuing; (ve) Guarantee Obligations of the Borrower and its the Receivables Selling Subsidiaries may become and remain liable with respect created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any of its Subsidiaries one time outstanding (other than Restricted Acquisition Subsidiaries) as permitted by subsection 7.1; PROVIDED that clause (ag) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(bbelow) unless such Person becomes a Subsidiary of Borrower pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (vii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and (viii) Borrower and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Borrower and its Subsidiaries in respect of all such Guarantee Obligations shall at no time exceed $15,000,000.

Guarantee Obligations. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Guarantee Obligation, except: (i) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of the Guaranties; (ii) Borrower Company may become and remain liable with respect to Guarantee Obligations in respect of Letters of Credit; (iii) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower Company and its Subsidiaries; (viv) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower Company or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection SUBSECTION 7.1; PROVIDED that (a) neither Borrower Company nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower Company pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (viivi) Borrower Company and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and; (vii) Company's Subsidiaries may become and remain liable with respect to Guarantee Obligations under subordinated guaranties of the Bridge Notes, the Conversion Notes and the Refinancing Sub Debt; (viii) Borrower Company's Subsidiaries may remain liable with respect to subordinated Guarantee Obligations under the Existing Subordinated Note Indenture with respect to the Existing Senior Subordinated Notes not tendered pursuant to the Tender Offer and which have not been defeased in accordance with subsection 7.5(ii) and the Existing Senior Subordinated Note Indenture; and 104 (ix) Company and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Borrower Company and its Subsidiaries in respect of all such Guarantee Obligations shall at no time exceed $15,000,000.

Guarantee Obligations. Borrower 6.1 In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall not, immediately undertake its joint and several liability within the scope of guarantee. ​ 6.2 The payments received by the Creditor hereunder shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect be used to any Guarantee Obligation, exceptsatisfy the debts owed to it in the following sequence: (i1) Borrower Costs and expenses incurred to recover the amounts owed to it and realize its Subsidiaries guarantee interests; (2) Damages; (3) Late payment fees and liquidated damages; (4) Interest and penalty interest; and (5) Investment income principal and investment principal. The Creditor shall have the right to change the above sequence. 6.3 The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may become directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and remain liable with respect to Guarantee Obligations the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not limited to, guarantees, mortgages, pledges or bank guarantees) in respect of the Guaranties;debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any third parties have agreed to assume the debts hereunder, in whole or in part. 6.4 The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (ii) Borrower including but not limited to waiving the mortgages, pledges or other security interests, and waiving the priority thereof), alter (including but not limited to altering the priority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may become liable be provided by the Debtor or any third parties. 6.5 The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to Guarantee Obligations the remaining part of the debts that have not been extinguished, in respect accordance with the provisions hereof. 6.6 The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its guarantee obligations, its claim of Letters the right of Credit;subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall ​ not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery. Specifically, until the Creditor’s debts have been fully satisfied: (iii1) Borrower The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and its Subsidiaries may become and remain liable with respect that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in satisfy the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant outstanding debts owed to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (vii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed heretoCreditor; and (viii2) Borrower The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. 6.7 In the event that the Creditor transfers or assigns its Subsidiaries may become and remain liable rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the original guarantee. 6.8 In case the Debtor fails to fulfill its debt obligations, the Creditor shall have the right to directly request either of the guarantors to fulfill its guarantee obligations, regardless of whether the Creditor has other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, forms of Borrower and its Subsidiaries security in respect of all such Guarantee Obligations the debts owed under the Master Contract. 6.9 The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of guarantee if: (1) The Guarantor refuses to perform any obligations agreed herein in breach of any provisions of this Contract; (2) The Guarantor changes its domicile, receives an administrative or criminal penalty, is involved in a major civil dispute, has a deteriorated financial condition, or, for whatever reason, loses or might lose its capacity to provide the guarantee, thus imposing an adverse effect on its ability to fulfill its guarantee obligations; (3) The Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; (4) CASI Pharmaceuticals, Inc. loses its position as the controlling shareholder of, or its actual control over, CASI Wuxi; or (5) Other circumstances arise that make it difficult or impossible to recover the debts owed to the Creditor under the Master Contract. 6.10 This Contract is independent of, and shall at no time exceed $15,000,000survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and severally liable for satisfying any indebtedness resulting from ​ the Debtor’s repayment of the principal and interest of the main debts and from the latter’s compensation for losses.

Guarantee Obligations. Borrower shall notTo induce the Company to enter into the Merger Agreement, pursuant to which, and shall not permit any subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company as the Surviving Corporation, the Guarantor absolutely, unconditionally, and irrevocably guarantees to the Company, pursuant to the terms and subject to the conditions herein, the due, punctual and complete payment and performance of its Subsidiaries tothe payment obligations of Parent to pay, directly or indirectly, create or become or remain liable with respect to any Guarantee Obligation, except: as applicable (i) Borrower contingent upon the Closing, and its Subsidiaries may become when and remain liable with respect to Guarantee Obligations in respect if due after the Effective Time, the Equity Portion of the Guaranties; Payment Fund, (ii) Borrower may become liable with respect when and if due, any amounts that Parent has agreed to Guarantee Obligations in respect reimburse the Company pursuant to Section 6.5(b) of Letters of Credit; the Merger Agreement, and (iii) Borrower when and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; if due, the Parent Termination Fee (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (vii) Borrower and its Subsidiariesamounts, as applicable, may remain liable the Guarantor’s “Obligations”). All payments by Guarantor hereunder shall be made in immediately available United States funds. Solely with respect to Guarantee the Guarantor’s Obligations described in SCHEDULE 7.4 annexed hereto; and under Sections 1(ii) and (viii) Borrower and its Subsidiaries may become and remain liable iii), but not with respect to other the Guarantor’s Obligations under Section 1(i) to pay the Equity Portion of the Payment Fund, Guarantor reserves the right to (a) set-off any amount owed under such Obligations by the Guarantor against any payment owing by the Company to Parent, Merger Sub, the Guarantor or any of their respective affiliates, and (b) assert any and all defenses which Parent or Merger Sub may have to payment of such Obligations. The parties hereto agree that this Guarantee may not be enforced without giving effect to limitations on the Guarantor’s liability in the amount of its Obligations; PROVIDED that . For the maximum purposes hereof, “Equity Portion” means the total amount resulting from (w) the aggregate liabilityamount of the Payment Fund, contingent plus, (x) the aggregate amount of the payment obligations of the Surviving Corporation under Section 2.3 of the Merger Agreement, minus (y) the aggregate amount of the Debt Financing (or otherwiseany Alternative Financing) contemplated by the Debt Commitment Letter, and minus (z) the Company’s cash and short term marketable securities as of Borrower and its Subsidiaries in respect of all such Guarantee Obligations shall at no time exceed $15,000,000the Effective Time.

Guarantee Obligations. Borrower 6.1 In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall notimmediately undertake its joint and several liability within the scope of guarantee. 6.2 The payments received by the Creditor hereunder shall be used to satisfy the debts owed to it in the following sequence: ​ (1) Costs and expenses incurred to recover the amounts owed to it and realize its guarantee interests; (2) Damages; (3) Late payment fees and liquidated damages; (4) Interest, default interest and penalty interest; and (5) Principal of the convertible loan investment. The Creditor shall have the right to change the above sequence. 6.3 The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and shall the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not permit any of its Subsidiaries limited to, directly guarantees, mortgages, pledges or indirectly, create or become or remain liable with respect to any Guarantee Obligation, except: (ibank guarantees) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of the Guaranties;debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any third parties have agreed to assume the debts hereunder, in whole or in part. 6.4 The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (ii) Borrower including but not limited to waiving the mortgages, pledges or other security interests, and waiving the priority thereof), alter (including but not limited to altering the priority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may become liable be provided by the Debtor or any third parties. 6.5 The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to Guarantee Obligations the remaining part of the debts that have not been extinguished, in respect accordance with the provisions hereof. 6.6 The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its guarantee obligations, its claim of Letters the right of Credit;subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery ​ . Specifically, until the Creditor’s debts have been fully satisfied: (iii1) Borrower The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and its Subsidiaries may become and remain liable with respect that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in satisfy the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant outstanding debts owed to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (vii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed heretoCreditor; and (viii2) Borrower The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. 6.7 In the event that the Creditor transfers or assigns its Subsidiaries may become and remain liable rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the original guarantee. 6.8 In case the Debtor fails to fulfill its debt obligations, the Creditor shall have the right to directly request either of the guarantors to fulfill its guarantee obligations, regardless of whether the Creditor has other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, forms of Borrower and its Subsidiaries security in respect of all such Guarantee Obligations the debts owed under the Master Contract. 6.9 The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of guarantee if: (1) The Guarantor refuses to perform any obligations agreed herein in breach of any provisions of this Contract; (2) The Guarantor changes its domicile, receives an administrative or criminal penalty, is involved in a major civil dispute, has a deteriorated financial condition, or, for whatever reason, loses or might lose its capacity to provide the guarantee, thus imposing an adverse effect on its ability to fulfill its guarantee obligations; (3) The Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; (4) CASI Pharmaceuticals, Inc. loses its position as the controlling shareholder of, or its actual control over, CASI Wuxi; or (5) Other circumstances arise that make it difficult or impossible to recover the debts owed to the Creditor under the Master Contract. 6.10 This Contract is independent of, and shall at no time exceed $15,000,000.survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and severally liable for satisfying any indebtedness resulting from the Debtor’s repayment of the principal and interest of the main debts and from the latter’s compensation for losses. ​

Guarantee Obligations. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Guarantee Obligation, except: (i) Borrower and its Company's Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of the Guaranties; (ii) Borrower Company may become and remain liable with respect to Guarantee Obligations in respect of Letters of Credit; (iii) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower Company and its Subsidiaries; (viv) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower Company or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower Company nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b7.1(ix)(b) unless such Person becomes a Subsidiary of Borrower Company pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (viivi) Borrower Company and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and (viiivii) Borrower Company and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Borrower Company and its Subsidiaries in respect of all such Guarantee Obligations shall at no time exceed $15,000,00025,000,000.

Guarantee Obligations. Borrower (a) DuPont and Conoco shall cooperate and Conoco shall use its best efforts to terminate, or to cause Conoco, one of its Subsidiaries, or one of its Affiliates (other than DuPont and any of the Retained Subsidiaries) to be substituted in all respects for DuPont and any of Retained Subsidiaries in respect of, all obligations of DuPont or any of the Retained Subsidiaries under any loan, financing, lease, Contract or other obligation (other than letters of credit governed by Section 9.2) in existence as of the Effective Date pertaining to the Transferred Business for which DuPont or any of the Retained Subsidiaries is or may be liable, as guarantor, original tenant, primary obligor or otherwise including, but not limited to (so long as they are of the same type or nature), as those set forth on Schedule 9.3, but excluding Shared Contracts ("DuPont Guarantees"). If such a termination or substitution is not effected by the Effective Date, (i) Conoco shall indemnify and hold harmless the DuPont Parties for any Losses arising from or relating to DuPont Guarantees, and (ii) from and after the Effective Date, Conoco shall not, and shall not permit any of its Subsidiaries to, directly enter into, renew or indirectlyextend the term of, create increase its obligations under, or become transfer to a third party, any loan, lease, Contract or remain other obligation for which DuPont is or may be liable with respect pursuant to a DuPont Guarantee. DuPont agrees that it shall notify Conoco in a timely manner of any changes to the DuPont Guarantee ObligationAmount. To the extent that DuPont or the Retained Subsidiaries have performance obligations under any DuPont Guarantee, except: Conoco will use best efforts to (i) Borrower perform such obligations on behalf of DuPont and its the Retained Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of the Guaranties; or (ii) Borrower may become liable with respect otherwise take such action as requested by DuPont so as to Guarantee Obligations in respect of Letters of Credit; (iii) Borrower put DuPont and its the Retained Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course same position as if Conoco, and not DuPont and the Retained Subsidiaries, had performed or were performing such obligations, including, without limitation, concurrently purchasing from DuPont and the Retained Subsidiaries such products that DuPont and the Retained Subsidiaries are required to purchase pursuant to the relevant DuPont Guarantee in lieu of business performance by Conoco or any of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower . If Conoco concurrently purchases products from DuPont and its Subsidiaries may become and remain liable with respect the Retained Subsidiaries, the price to Guarantee Obligations in respect of any Indebtedness of Borrower be paid by Conoco or any of its Subsidiaries shall be an amount sufficient to fully indemnify DuPont and the Retained Subsidiaries for all costs and expenses related to the purchase by DuPont and the Retained Subsidiaries of such products. (other than Restricted Acquisition Subsidiariesb) permitted Commencing on the earlier to occur of (i) two years following the Effective Date or (ii) the first date on which the voting power of shares of common stock of Conoco beneficially owned by subsection 7.1; PROVIDED DuPont falls below 50% of the total voting power of all of the outstanding shares of Voting Stock, Conoco shall pay to DuPont a fee payable at the end of each calendar quarter calculated by applying a rate of .20% per annum to the average outstanding DuPont Guarantee Amount during such quarter (the "DuPont Guarantee Fee"). (c) Conoco agrees that it will not, without the express written consent of DuPont, which consent may be withheld in the sole discretion of DuPont, enter into any agreement with respect to a merger, consolidation or amalgamation with, or sale of all or substantially all the assets, in one transaction or in a series of related transactions to, any third party, unless such third party expressly agrees as a term of such agreement to (ai) neither Borrower nor terminate, or to cause such third party or one of its Affiliates to be substituted in all respects for DuPont in respect of, all obligations of DuPont or any of the Retained Subsidiaries under the DuPont Guarantees, (ii) indemnify and hold harmless the DuPont Parties for any Losses arising from or relating to DuPont Guarantees, (iii) assume or guarantee the payment to DuPont of any unpaid DuPont Guarantee Fee by Conoco or any successor to Conoco in accordance with Section 9.3(b) above and (iv) not, and to not permit Conoco or any of its Subsidiaries or Affiliates to, renew or extend the term of, increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which DuPont is or may become or remain be liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant DuPont Guarantee prior to such Acquisition; (vii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and (viii) Borrower and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent termination or otherwise, of Borrower and its Subsidiaries in respect of all such Guarantee Obligations shall at no time exceed $15,000,000substitution.

Guarantee Obligations. Borrower shall notTo induce the Company to enter into that certain Agreement and Plan of Merger, dated as of May 9, 2010 (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, MRRC Merger Co., a Delaware corporation (“Merger Sub”) and MRRC Hold Co., a Delaware corporation (“Parent”), pursuant to which, and shall not permit any subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, the Guarantor absolutely, unconditionally, and irrevocably guarantees to the Company (i) the due, punctual and complete payment and performance, as and when due, of its Subsidiaries to, directly or indirectly, create or become or remain liable all of Parent’s payment obligations with respect to any Guarantee Obligation, except: (i) Borrower and its Subsidiaries may become and remain liable with respect the Merger Consideration required to Guarantee Obligations in respect be paid by Parent at Closing pursuant to Section 2.2 of the Guaranties; Merger Agreement (iisubject, among other things, to the procedures set forth in Section 2.3 of the Merger Agreement and the other terms and conditions of the Merger Agreement) Borrower may become liable with respect to Guarantee Obligations in respect of Letters of Credit; (iiithe “Payment Obligations”) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become full and remain liable with respect timely payment by Parent and Merger Sub of any and all losses and damages incurred by the Company or its stockholder as a result of a breach by Parent of the Payment Obligations (the obligations described above being referred to herein as the “Obligations”). Notwithstanding anything herein to the contrary, this Guarantee shall terminate at such time (the “Termination Time”) as all of the Obligations have been terminated, paid in respect full or fully provided for by the irrevocable deposit of customary indemnification immediately available funds to the Exchange Fund described in Section 2.3 of the Merger Agreement, and purchase price adjustment none of Guarantor, Parent, Merger Sub or the Surviving Corporation shall have any obligations incurred hereunder following the Termination Time. All payments by Guarantor hereunder shall be made in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect immediately available funds. Capitalized terms used in this Guarantee but not otherwise defined herein have the respective meanings given to Guarantee Obligations under guarantees such terms in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (vii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and (viii) Borrower and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Borrower and its Subsidiaries in respect of all such Guarantee Obligations shall at no time exceed $15,000,000Merger Agreement.

Guarantee Obligations. Borrower 6.1 In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall not, immediately undertake its joint and several liability within ​ the scope of guarantee. 6.2 The payments received by the Creditor hereunder shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect be used to any Guarantee Obligation, exceptsatisfy the debts owed to it in the following sequence: (i1) Borrower Costs and expenses incurred to recover the amounts owed to it and realize its Subsidiaries guarantee interests; (2) Damages; (3) Late payment fees and liquidated damages; (4) Interest and penalty interest; and (5) Investment income principal and investment principal. The Creditor shall have the right to change the above sequence. 6.3 The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may become directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and remain liable with respect to Guarantee Obligations the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not limited to, guarantees, mortgages, pledges or bank guarantees) in respect of the Guaranties;debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any third parties have agreed to assume the debts hereunder, in whole or in part. 6.4 The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (ii) Borrower including but not limited to waiving the mortgages, pledges or other security interests, and waiving the priority thereof), alter (including but not limited to altering the priority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may become liable be provided by the Debtor or any third parties. 6.5 The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to Guarantee Obligations the remaining part of the debts that have not been extinguished, in respect accordance with the provisions hereof. 6.6 The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its ​ guarantee obligations, its claim of Letters the right of Credit;subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery. Specifically, until the Creditor’s debts have been fully satisfied: (iii1) Borrower The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and its Subsidiaries may become and remain liable with respect that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in satisfy the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant outstanding debts owed to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (vii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed heretoCreditor; and (viii2) Borrower The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. 6.7 In the event that the Creditor transfers or assigns its Subsidiaries may become and remain liable rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the original guarantee. 6.8 In case the Debtor fails to fulfill its debt obligations, the Creditor shall have the right to directly request either of the guarantors to fulfill its guarantee obligations, regardless of whether the Creditor has other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, forms of Borrower and its Subsidiaries security in respect of all such Guarantee Obligations the debts owed under the Master Contract. 6.9 The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of guarantee if: (1) The Guarantor refuses to perform any obligations agreed herein in breach of any provisions of this Contract; (2) The Guarantor changes its domicile, receives an administrative or criminal penalty, is involved in a major civil dispute, has a deteriorated financial condition, or, for whatever reason, loses or might lose its capacity to provide the guarantee, thus imposing an adverse effect on its ability to fulfill its guarantee obligations; (3) The Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; (4) The Guarantor, CASI Cayman, loses its position as the controlling shareholder of, or its actual control over, CASI Wuxi; or (5) Other circumstances arise that make it difficult or impossible to recover the debts owed to the Creditor under the Master Contract. ​ 6.10 This Contract is independent of, and shall at no time exceed $15,000,000survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and severally liable for satisfying any indebtedness resulting from the Debtor’s repayment of the principal and interest of the main debts and from the latter’s compensation for losses.

Guarantee Obligations. Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Guarantee Obligation, except: (i) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of the Guaranties; (ii) Borrower Company may become and remain liable with respect to Guarantee Obligations in respect of Letters of Credit; (iii) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower Company and its Subsidiaries;; 107 (viv) Borrower Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower Company or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower Company nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b7.1(xi)(b) unless such Person becomes a Subsidiary of Borrower Company pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (viivi) Borrower Company and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and (viiivii) Borrower Company and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Borrower Company and its Subsidiaries in respect of all such Guarantee Obligations shall at no time exceed $15,000,00025,000,000.

Guarantee Obligations. Borrower 6.1 In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall not, immediately undertake its joint and several liability within the scope of guarantee. 6.2 The payments received by the Creditor hereunder shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect be used to any Guarantee Obligation, exceptsatisfy the debts owed to it in the following sequence: (i1) Borrower Costs and expenses incurred to recover the amounts owed to it and realize its Subsidiaries guarantee interests; (2) Damages; (3) Late payment fees and liquidated damages; (4) Interest, default interest and penalty interest; and (5) Principal of the convertible loan investment. The Creditor shall have the right to change the above sequence. 6.3 The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may become directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and remain liable with respect to Guarantee Obligations the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not limited to, guarantees, mortgages, pledges or bank guarantees) in respect of the Guaranties;debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any third parties have agreed to assume the debts hereunder, in whole or in part. 6.4 The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (ii) Borrower including but not limited to waiving the mortgages, pledges or other security interests, and waiving the priority thereof), alter (including but not limited to altering the priority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may become liable be provided by the Debtor or any third parties. 6.5 The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to Guarantee Obligations the remaining part of the debts that have not been extinguished, in respect accordance with the provisions hereof. 6.6 The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its guarantee obligations, its claim of Letters the right of Credit;subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery . Specifically, until the Creditor’s debts have been fully satisfied: (iii1) Borrower The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and its Subsidiaries may become and remain liable with respect that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit and (ii) may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in satisfy the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant outstanding debts owed to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (vii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed heretoCreditor; and (viii2) Borrower The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. 6.7 In the event that the Creditor transfers or assigns its Subsidiaries may become and remain liable rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the original guarantee. 6.8 In case the Debtor fails to fulfill its debt obligations, the Creditor shall have the right to directly request either of the guarantors to fulfill its guarantee obligations, regardless of whether the Creditor has other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, forms of Borrower and its Subsidiaries security in respect of all such Guarantee Obligations the debts owed under the Master Contract. 6.9 The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of guarantee if: (1) The Guarantor refuses to perform any obligations agreed herein in breach of any provisions of this Contract; (2) The Guarantor changes its domicile, receives an administrative or criminal penalty, is involved in a major civil dispute, has a deteriorated financial condition, or, for whatever reason, loses or might lose its capacity to provide the guarantee, thus imposing an adverse effect on its ability to fulfill its guarantee obligations; (3) The Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; (4) The Guarantor, CASI Cayman, loses its position as the controlling shareholder of, or its actual control over, CASI Wuxi; or (5) Other circumstances arise that make it difficult or impossible to recover the debts owed to the Creditor under the Master Contract. 6.10 This Contract is independent of, and shall at no time exceed $15,000,000survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and severally liable for satisfying any indebtedness resulting from the Debtor’s repayment of the principal and interest of the main debts and from the latter’s compensation for losses.